Amazing Fantasy
by The Infamous Man
Summary: Izuku Midoriya was once Quirkless, but a twist of fate gave him great power. Power that he will use to become one of the world's greatest Heroes! But first thing's first: he needs to know how to use them responsibly. And he will with the help of his mentor... Peter Parker? Hang onto your hats True Believers, because this is the birth of the world's strangest Hero... Spider-Man!
1. Issue 1 - What if?

_Do you want to know my story?_

 _Are you sure you want to know?_

 _The tale I'm going to spin isn't for the faint of heart and..._

 _Wait! Wait, don't go!_

 _O-Okay look, this is the first time I've told anybody what happened like this, so please be patient!_

 _Our story begins like a lot of manga and comics do... in middle school._

* * *

Izuku Midoriya was tapping his pencil anxiously as he listened to Urobuchi-sensei droning on and on about the Meiji period. History wasn't Izuku's favorite subject. At least, not ancient history.

The Dark Age before year 20XX was far more Izuku's speed. The Age of Destro kick-started an era of death, chaos, and upheaval not seen since Quirks first began appearing in the world. Society was on the verge of collapse and only the fledgling Hero system maintained some semblance of order.

But everything changed when All Might came onto the scene.

All Might, the Symbol of Peace. Whenever he arrived, the Villain was captured and nobody was hurt. He'd always appear with the widest grin on his face, his booming laughter echoing through the air no matter what kind of danger he plunged into.

Whether it was rescuing people, stopping criminals, or just getting a kitten out of a tree, no job was too large or too small for All Might. Evildoers dreaded his name while the innocent knew that everything was going to be alright when they saw his smile!

A goofy grin spread across Izuku's lips as he sketched a crude drawing of All Might's face into his notebook. He couldn't help it. Thinking about his idol always put him in a great mood.

 _"Man, I wish I could see that video of him taking out those bank robbers earlier today I can't believe it happened just a few blocks from here!"_

The bell rang and Izuku began packing his notebooks into his bag. "Not only that, All Might actually teamed up with Ingenium for that! It'll be the first time I've ever seen him be partnered with a speed Quirk user. I can see how Ingenium stacks up against All Might in that depart-!"

"Hey! Deku!"

Izuku winced, turning around to see his childhood friend Katsuki Bakugou sauntering towards him with a fierce scowl on his face.

"Your mumbling bullshit is getting on my nerves! I could hear it all the way from my desk!"

"S-sorry, Kacchan..." Izuku apologized while bowing his head. He had that problem ever since he was a kid and people have complained about it before. "I'm working on it and..."

"And what the hell are you doing obsessing over the speed of All Might and Ingen-whatever?" Bakugou asked with a sneer of contempt.

Izuku could hear his classmates mutter to themselves.

"Ah, geez here they go again..."

"I know Bakugou has an awesome Quirk, but he's way too pig-headed."

"Hey, better he be an ass to Midoriya than to us."

"Heh. True that. At least I've got a Quirk."

"Honestly, Midoriya's just sad..."

Izuku's heart sank as the chorus of insults and pity began. "W-Well, I mean, I just want to gather information and..."

"Dream on, Deku." Bakugou poked Izuku on the forehead hard enough to knock him to the floor. "Your scrawny little ass couldn't even hope to catch up to them. I mean, have you seen yourself in Phys Ed? It's a disgrace you're even competing against me, let alone all these other losers!"

"I-I was just..."

Izuku's gaze drifted to the ground. Everything Bakugou said was true. His physical condition was lacking...

...It was sad, really. Clinging to his dream like this. One would think he would devote his mind and body to training, like one of those comic characters of old...

But that was fiction. This was reality.

Bakugou clicked his tongue in annoyance, "So stop muttering or shouting that bullshit. You're distracting an elite like me from getting what I deserve."

With that, Bakugou sauntered away to meet up with Kohei and Masashi. Izuku's classmates muttered or chuckled with one another but left Izuku alone. Once everyone else had left, he picked himself up off the ground and bit back the stinging tears building at the corners of his eyes. He snatched his bag before darting out of the classroom.

 _"It doesn't matter what Kacchan says. There's a chance. There's always a chance. There has to be a chance for someone like me to be a Hero!"_

* * *

 _Not exactly my finest moment._

 _By the way, don't think too badly about Kacchan. He's the result of the society we live in._

 _You see, it all started when a glowing baby was born in China. Soon after that, more and more people were developing miraculous powers. Powers that changed their appearance, powers that let them manipulate the elements, powers that allowed them to fly... all the abilities dreamed up by comics in the East and West were becoming a reality._

 _Needless to say, the world was plunged into chaos in those early years as the definition of what it meant to be human shifted. To maintain order, those with especially powerful Quirks were given the power to capture criminals and protect the innocent._

 _We call these extraordinary people Heroes!_

 _Nowadays, 80% of people have a Quirk to call their own. Kacchan was born with an especially powerful Quirk. His sweat acts like nitroglycerin and he's able to ignite it at will to create powerful explosions on command. He had always been told that he was amazing, that he was sure to become an incredible Hero. It also helped that he was really smart and athletic, not to mention brave. I've always admired those things about him even though he liked to pick on me._

 _As for me?_

 _...Yeah, I was part of the other 20% of humans born on Earth._

 _I was Quirkless._

* * *

Izuku's head hung low as he walked the streets of Musutafu, a sigh escaping his lips as Bakugou's words ran through his mind.

 _"I can't let what he says get to me,"_ Izuku thought to himself with a shake of his head. _"So what if I'm not athletic? Some Heroes rely a lot on their tools. Snipe relies more on his marksmanship than how fast he can run or how hard he can punch! Yeah! If I just study enough, I can find a path best suited for me and..."_

Izuku stopped and stared at his reflection in a puddle on the sidewalk. _"Oh, why am I doing this to myself?"_

Izuku had been told all his life that his dream was unrealistic, impossible even. That without a Quirk he could not be a Hero. He didn't want to believe it. He couldn't believe it.

 _"I still won't believe it!"_

But still, he needed to train if he wanted to have a hope of making it through U.A's physical tests.

He needed to do something to prove to himself that his dream wasn't impossible.

 _"But first, I need to get into U.A.,"_ Izuku sighed for felt like the hundredth time. _"Kacchan will probably throw a fit when he finds out..."_

Izuku was dragged out of his thoughts when he saw something from the corner of his eye in an alley. Something purple and scaling the walls.

"What...?" Izuku looked from side to side. Nobody else had noticed. He gulped. He should probably just ignore it and move on...

...But what if something else was happening? Was it the debut of a new Hero?

...Or a crime in progress from a Villain?

Izuku's curiosity overcame his common sense as he tiptoed into the alleyway, making sure to crouch and press his back against the wall.

He wanted to stay hidden and have a quick escape route after all.

Izuku had to stop himself from letting out an 'eep!' when a loud thud echoed through the narrow confines of the alley. He ducked behind a trash can and listened.

"It's not here."

Izuku peeked out his head a bit and saw the back of a tall person. They were wearing a purple longcoat with a high collar that obscured most of their head. Forest green flames were embroidered across the bottom lining. The kanji for "danger" and "risk" were emblazoned in neon green on the middle of her back. He watched her crush an abandoned cigarette beneath the lime-colored outsoles of their purple combat boots. Their left hand was raised to their ear.

 _"Wait... I think I recognize that jacket from somewhere..."_

Izuku wracked his brain for an answer, but he was interrupted when the figure spoke again.

"Yes, I checked the walls!" The voice was distorted and muffled underneath her mask, but it definitely belonged to a woman. "It's definitely not here! I'm not picking up anything from my lenses either... hey, don't blame me, you son of a bitch! You gave this tech to me! It's not my fault your little science project vanished into thin air!" The woman turned around...

Izuku clasped his hands over his mouth.

The woman was clad entirely in aged, cracking purple leather, a dark green shirt complete with a padded vest zippered up to her collarbone. Her pants were sagging and tucked into almost knee-high boots with green straps. A matching utility belt circled her waist and what looked like the hilt of a shinai hung from her left hip. Her ski mask was the same shade of purple. Its white eye lenses that were slanted and teardrop-like black markings surrounded each eye, meeting at the nose and curving up towards the back of her head. She looked like a Villain version of an old-school Sukeban delinquent.

It finally hit him.

 _"That's the Prowler!"_ One of the most notorious Thief Villains that made a name for herself years ago! She was so slick that not even All Might could catch her! _"S-She hadn't been seen in years! What's she doing here!?"_

The Prowler stared in his direction for what seemed like a good while, Izuku's hear his heart pounding in his ears as the Villain went silent. Did she see him? What would she do if she did? Prowler never let anyone who stumbled on her heists live...

Prowler grunted and hit the side of her ear again. "Shut up! I can hear you just fine!" She sighed. "Whatever. Keep on bitching. I can't find it and I'm heading back."

With that, she let go of her ear and glanced back in Izuku's direction. "Mind your own damn business, kid."

She turned around and ran at the wall. She placed her left foot on it and then her right. Gravity didn't seem to affect her or her coat as she ran up the building, slipping over the roof and out of sight.

 _"She did see me!"_ Izuku clutched his chest with both hands, hyperventilating as a film of cold sweat formed on his brow. That was a Villain. A real Villain without a Hero anywhere in sight. A Villain who could've easily killed him just to be safe!

 _"I wonder... do Heroes ever feel like this from time to time? When they're all alone and facing their first Villain?"_

Izuku shook his head. He had to tell a Hero right away! Tell them that the Prowler had resurfaced and was looking for...

For...

 _"What was she looking for?"_ There were no important tech companies in this district and she said something about a science project. Why was she looking for her quarry here?

"Hey! Deku!" Izuku looked up to see Bakugou and his posse. Kohei and Masashi looked down on him with cruel amusement. Bakugou was wearing his usual scowl of annoyance... and was that concern? "What are you doing down there?"

"Hey, maybe he took your advice that he was trash and..." Kohei began, but Bakugou silenced him with a glare.

"Shut the hell up! I'm asking the questions right now!"

"K-Kacchan..." Izuku picked himself up, his voice cracking. "I-I just saw... saw..."

"WHOA!" Masashi's eyes widened as he pointed in Izuku's direction, "The hell is that on your arm Midoriya!?"

Izuku glanced down at his right hand and saw a spider. Not just any spider, but one as big as his hand. Its body was black and hairless, its carapace smooth as silk. Its jet-black fangs curved like shark teeth. He could feel tiny, hook-like hairs poke and prod his skin as the spider shifted its spindly legs around. Most striking of all was the design on its back. It was an hourglass like the black widow's but dyed the color of malachite.

Not only that, but it seemed... distorted. Like TV static, flickering in and out of Izuku's vision. His blood ran cold as it stared at him with its eight, beady eyes...

...And then it bit him.

Izuku screamed. His hand felt like it had been stabbed by an icicle before it was lit on fire. The pain only intensified as it spread from his hand to his arm. Someone had poured molten lead into his veins. His muscles were melting into sludge. His bones turned into jelly. Every nerve was screaming over and over:

 _"Oh god, it hurtsithurtsithurtsithurts!"_

Izuku flung the spider away as the agony seeped into his chest. The creature fell to the ground on its legs, ready to pounce on someone else.

"DIE!" Bakugou shouted as he flung his sweat at the spider, watching it explode into a puff of ash and hair. "What the hell was that Deku!? Are you screaming like a girl because...?"

Bakugou's taunts trailed off as worry crept into his expression. "Deku?"

Izuku's vision was swimming. Everything blurred into a haze. The colors dulled and every drop of light seemed a thousand times brighter.

 _"Cold. I'm so cold..."_ He shivered and shuddered, leaning against a wall to stay upright. His lungs burned as he took haggard, wheezing breaths. Sweat cascaded from all of his pores. His drenched clothes were trying to strangle him and the nausea was worsening with every passing second. He clutched his belly and lurched forward, emptying the remnants of his lunch on the street.

 _"Dying from a spider bite before I can even get to U.A.,"_ There was something darkly comedic about it, but Izuku was in no laughing mood. He swayed one more time before collapsing. He lifted his head just enough to see Bakugou's blurred form running towards him.

 _"Hey, Kacchan... I'm alright. I can get up. Just need a minute to catch my breath and..."_

And that's when Izuku blacked out.

* * *

 _Yeah... that spider bite was one of the worst experiences of my life._

 _I was kind of fading in and out during the entire trip to the hospital. I was dead to the world. I had spasms. Kacchan told the police that my breathing was shallow._

 _I could tell you that I remember bits and pieces of what people said on my trip to the hospital's emergency room... but I'd be a liar._

 _Everything was just one quiet stretch of blackness and muffled voices until I somehow managed to open my eyes._

* * *

The first thing Izuku noticed was how dry his throat felt.

Izuku coughed as he opened his eyes. _"Where... Where am I?"_

He looked around the room. He was on a plain, white hospital bed with a cream-colored cabinet in front. Sunlight, no longer agonizingly bright, streamed through the windows on his right. When he looked to his left, he saw an IV drip that gave a wet 'plop' with each drop.

 _"I'm in the hospital."_

It wasn't surprising since he could remember being bitten by a spider that was probably poisonous if his reaction was anything to go by. Yet, Izuku's heart began to race again, thumping loudly as he remembered how close he was to death.

The heart monitor beeped rapidly and Izuku heard activity outside. The clacking of shoes resounded through the halls before the door was thrown open by a female nurse with short brown hair and freckles. The tense expression on her face relaxed when she saw him staring at her and she said, "Oh! You're awake!"

"C-Can I have some water?" Izuku asked, his voice dry and raspy.

The nurse smiled apologetically. "Please hold on. I need to get Dr. Tsubasa."

Izuku blinked in surprise. His childhood doctor was treating him?

A few minutes later, Izuku saw that the doctor hadn't changed in the slightest from when he'd last seen him ten years ago. He still had the same bald head, gold-rimmed glasses with dark green lenses, and a bushy brown mustache.

"Well, it's good to see you up so soon," Tsubasa dragged a chair in front of Izuku's bed and sat down while the same nurse from before (the tag said her name was Mai) brought a small, pink plastic cup on a tray. She took it and brought it gingerly to his lips. Izuku instinctively reached for it with his right hand.

"You have control of your motor functions already. Now that is surprising." Tsubasa raised an eyebrow, and Izuku instantly drew back. Tsubasa smirked before continuing. "However, I would advise you to wait a bit before trying to grip anything. We have to do a few tests before letting you do things like that."

"A-Alright…" Izuku let go as the nurse brought the cup to his lips and tipped it over. He took slow, greedy gulps and felt relief as he felt the water go down his throat. "H-How long…?"

"Well, before I answer that I have to ask you a few questions. Standard procedure," Tsubasa took out a small notepad from his lab coat as well as a pen. "Now then, what is your name?"

"Izuku Midoriya."

"Age?"

"Fourteen."

"What is the date?" Izuku paled as the heart monitor beeped again.

Tsubasa chuckled. "Don't worry. It hasn't been months or years. But this will help clear up how you are in terms of your memory."

"O-Oh…" He calmed himself with a deep breath. "The fifteenth of March, 20XX."

"Okay, now just one more question…" Tsubasa glanced at him. "Do you know why you are here?"

Izuku winced before gazing at his right hand. The memory of the spider and the bite came rushing in. He clamped down on the urge to scratch the area and said, "A-A spider bit me in the alley. Kacchan was there along with Kohei and Masashi. I was… really sick and fell to the ground. Kacchan was running to me… and then I woke up here." He looked at Tsubasa with worry. "W-Was the spider poisonous?"

Tsubasa scribbled on his notepad for a bit before nodding. "Yes, that's very good…" He put it away before looking directly at Izuku. "Now, to answer your questions. First off, you've been under our care for two days since you blacked out from the spider bite."

Izuku could not help but look down. _"Mom and Dad must've been pretty worried…"_

He could imagine his mom already. Inko Midoriya sitting just outside the emergency room crying on the phone to Hisashi, who was trying his best to calm her down while trying to figure out a way he could convince his boss to let him fly home.

"We took you out of emergency care after we took a look at your blood." Tsubasa leaned back in his chair and steepled his fingers. "Now, normally when it comes to spider bites there should be a trace of the venom within the bloodstream, especially in a case as severe as yours. However, once we stabilized you and took your blood to try and find the kind of spider that bit you… well… there wasn't anything in there."

Izuku stared at him with wide eyes as the doctor nodded. "Yes. I was just as surprised as you are right now. From what I can guess, your body had managed to fight and reject the poison. You managed to sweat it out and expel it through... various other methods. I'll leave those to your imagination."

Izuku turned a bit green at the thought.

"As for your little coma? That was just your body recuperating," He smiled, his bushy mustache turning upwards at the sides. "I have to say, it's amazing for a Quirkless individual like yourself to have such a hardy immune system!"

There it was.

 _"You should probably give up, already."_

The doctor in front of him said those words to him ten years ago. Izuku could already feel tears start well up as the memories of that day bubbled to the surface. The shock, the denial, the words Tsubasa and his mom exchanged to one another explaining why he knew this truth. Watching All Might's debut video over and over again all night the tears, his mom hugging him and tearfully apologizing…

 _"Damn it…"_

"Well anyways, that brings us to the present." Tsubasa pointed to Izuku's right. There were several cards, a few flowers in vases, and even a teddy bear wearing All Might's costume on the windowsill. "Your mother and classmates visited after we moved you here. In fact, she's in the cafeteria right now. I'll let her know you're awake once I leave this room."

Izuku found himself staring at one card… well, it wasn't so much a card as it was just a piece of paper propped up against the window. A simple message was scrawled on it in pencil.

 _"If you can read this then get your ass up you damn nerd!"_

Izuku couldn't help but smile. Good old Kacchan.

"Now, before I go, I would like to ask you one thing," Izuku turned back to Tsubasa. "I would like to draw some more blood from you for research purposes. To be perfectly frank, your case is the most unique I have ever seen. And while the venom may be gone there might be some traces of its effects in your body. Katsuki Bakugou gave us a description of the spider that bit you. From what we can tell, there is no record of a spider species with those characteristics. Your blood may allow for us to find better ways to treat its bite should someone else be bitten by another of its kind."

"T-That's fine. Yeah." Izuku nodded before his eyes widened in shock and horror. "Doctor! T-That alley I was in! Before the spider bit me, I saw a Villain looking for something there! It was the Prowler!"

"Really?" Tsubasa raised an eyebrow. "That's a name I haven't heard in a long time. I'm surprised you even know it."

"I-I like to research things with Heroes and Villains, and that includes old ones," Izuku said bashfully before shaking his head. "A-Anyways! I think the Prowler was looking for that spider!"

"Hmm…" Tsubasa stroked his moustache. "Alright. I'll notify the police before telling your mother about your awakening. In the meantime, try to get some rest."

He got up and motioned the nurse to leave. Tsubasa began to follow her but stopped as he reached the door. "So… you still have that dream huh?"

Izuku's lips flattened. "Y-Yes?"

Tsubasa sighed. "Well, I certainly can't stop you. But honestly? You should focus more on setting your sights on the police force." He pointed to Izuku and smirked. "Still I can't fault you for a lack of effort! Whatever workout regimen you have going is certainly doing wonders for your body!"

"Huh?"

"Your muscles made it a tiny bit more difficult to draw blood from you. Nothing major, but still it and your thick skin required a bit of extra force."

With that, Tsubasa left the room and closed the door behind him.

"Muscles…?" Izuku whispered to himself. He stretched out his right arm. He hadn't worked out all that much. Heck, his mom chided him for being way too skinny! He certainly couldn't have had the muscles that Tsubasa praised.

Izuku rolled up the sleeve and flexed.

His arm was still skinny, but now there was a noticeable bulge of muscle where a small groove used to be.

"Well, that's new."

* * *

 _My mom came in a bit after that, sobbing and holding onto me tight. I tried my best to calm her down but that just turned on my waterworks. We held onto each other for a bit after that. She fretted over me and I tried to reassure her that I was fine. She promised me that as soon as I got home she would make the best welcome home meal ever with katsudon as the main course. Inko Midoriya is the best mom in the world._

 _She put me on a video call with my dad after that. I don't really talk to him all that much, but it was still good speaking with him. He's never been the social type. He even once told me it was a miracle he managed to date Mom and for them to get married. But still, my dad loves me and Mom as any father would. He couldn't manage to get a flight in time to visit me that week, but he promised that he would come down soon._

 _I was questioned by police afterwards about the Prowler and I told them as much as I could. Apparently, she'd been spotted around town and was being blamed for several robberies. They had their suspicions that the spider that bit me was some genetic experiment that was worth a lot of money, but none of the companies she robbed from were talking since it was probably super illegal._

 _If only they knew…_

 _Anyways, I was stuck in the hospital for another week just so the doctors could monitor my progress. Mom didn't leave my side until visiting hours were closed. My classmates visited too, saying the standard stuff. Asking how I was doing, that I looked good, if I needed some notes for the classes I missed (which I gladly accepted), and so on._

 _I knew they were only doing it out of politeness. I didn't have any friends at school and most of them would either pity me or look on gleefully when Kacchan picked on me. Still, it was nice to see them treat me like any other member of the class, if only for a little while._

 _Kacchan never visited. Kohei only conveyed his message that I needed to hurry up and get back to school rather than 'sit on a comfy hospital bed like a bitch'._

 _Maybe he felt guilty over having to rely on the hospital to save me? He never told me and I never asked._

 _Dad visited on the last few days of my stay. He asked how I was doing, snuck me in some sweets from the United States and brought a few translated comics. Specifically, they were Spider-Man comics from the Stan Lee and Steve Ditko era. He was trying to lighten the mood, but mom chewed him out over his lack of tact. I thought it was nice and thanked him. We watched a few Marvel movies together in the hospital room. He tried to poke fun at the special effects until mom shushed him. I was just in awe of these old Heroes doing what they did best. He left just before I was discharged, promising to come back when he finally had a vacation._

 _After that, I was free to go. I welcomed that sense of familiarity I got when I made it home._

 _Familiar ceiling, familiar walls, familiar food…_

 _...but with me in an unfamiliar body._

 _And let me tell you, things got weirder from there._

* * *

Izuku gawked at his new physique for what seemed like the hundredth time. Apparently he had gotten a six pack, which should have been impossible since he hated sit-ups the most. After taking a shower, he discovered that he was muscled all over.

His shoulders were broader. His formerly noodle-like arms and legs pumped up when he flexed them. Even his pecs jutted from his chest a little. Sure, they weren't big or anything, but all of it was rock solid, defined and functional. It was like someone had taken his head and placed it on the body of a wiry, but strong acrobat.

 _"Did the spider do this?"_ It was hard to believe, but any other explanation he thought up just managed to sound stupid when he repeated it to himself. _"Maybe its venom is like a steroid or something."_

The doctors couldn't find anything wrong with him, but his new muscle mass was extremely odd and they asked for more blood to run some tests.

Whatever had happened, it wasn't like he could complain. No one could call him skinny anymore!

Still, he probably shouldn't just keep staring at his reflection all day.

He pulled on his undershirt and buttoned up his jacket, marveling at how the clothes seemed less baggy on him before racing out his bedroom door. It was almost scary how quickly he got to the table while his mom was busy cooking breakfast.

"Good morning, Izuku," Inko said with an anxious smile, scrambling the eggs in the pan while the ham was cooking in another. "Did you sleep well?"

"Yeah I did, Mom." He returned her smile with his own. "Slept like a log too. So I think that's a good sign. Just hungry now, is all."

"I'm actually surprised," Inko scooped the eggs onto two plates and distributed the ham before placing them both on the table. He sat down and began digging into his meal with gusto. "You used to barely touch your food and now you're devouring it. I mean, I heard of growing boys but honestly, this is a shock."

"Yeah, for me too." Izuku agreed with a nod. He'd surprised himself last night when he shoveled down four bowls of katsudon and still had room to finish all of the sides and toppings. He returned to eating but he could tell that his mom was looking at him worriedly.

"Are you sure you're alright, Izuku?" She asked with concern in her voice. Izuku looked at her and felt a slight tug of guilt even though the spider bite was totally out of his control.

Well, okay, maybe following a known Villain and staying in the area wasn't the smartest idea, but at least he managed to provide the police with some useful information.

That had to count for something.

And besides, he felt good. Really good. Like he could run a mile without breaking a sweat.

"Yeah. I am."

"You don't have to go to school yet if you still aren't feeling well."

"I-I'm fine Mom," he stuttered a bit, glancing to the side before flashing a confident grin. "All Might wouldn't stay out from something like this, so I won't either!"

His mom nodded, but the troubled look on her face suggested that she could tell that he was trying to reassure himself as much as her.

He continued to eat breakfast and wolfed down the leftover eggs in the pan with a piece of toast. When Izuku was finished with that he hugged his mom and ran out to school.

He got there in no time. Crime wasn't exactly huge at the moment so there were no Villain battles holding up traffic or blocking roads. Things hadn't changed all that much and Izuku didn't have a parade waiting for him at the shoe lockers. He was just another kid coming to punch in their daily education for a few hours.

Izuku released a bit of his bated breath as he stepped inside. "Okay, first day back. No big deal. I'm up to date with notes and homework so all I have to worry about is…"

"Deku."

"EEEP!" Izuku jumped back and plastered himself against the nearest wall, hitting the flier board to the left side of the entrance. Bakugou was boring into him with his usual scowl.

"H-Hey, Kacchan!" Izuku laughed nervously as he tried calming himself. "I-I got your card! It was really thoughtful and…"

"I see you're back to your usual nerdy self." Bakugou clicked his tongue and started walking away. "If you wanna thank me for saving your scrawny ass, then keep your mouth shut for the rest of the day."

With that, he left and Izuku breathed a sigh of relief.

 _"Well, at least he isn't making a big deal out of it."_ Izuku began peeling himself from the wall…

But felt resistance before he heard the tinkling sound of metal hitting the hardwood floor. Izuku brought his hand in front of his face and found a flier that read 'Join the Kendo Club' with a cartoon tiger scrawled on it. The tacks that held it to the cork board lay scattered at his feet.

"What the…" Izuku turned his hand a few times, but the paper would not come off.

 _"What's going on?!"_ Izuku swung his hand around with no luck and several students passed him by whispering amongst themselves. _"Is it glue?! How do I get this off?"_

As soon as he had that thought, his palm went slightly numb for a second and the paper fluttered harmlessly to the floor. Nothing appeared to be wrong with it. The paper wasn't sticky nor was there the telltale sheen of glue. Izuku gazed at his hand for answers and noticed something.

They were small, but there were now little brown dots on his hand. Not big enough to be noticed from a distance, but as Izuku brought his hand closer to his face those dots got bigger. He squinted his eyes.

 _"T-Those aren't dots!"_

They were barbed, hook-shaped hairs, or at least something close to hair, growing out of the underside of his hand, extending outward ever-so slightly.

They were what gripped the paper. They kept him from letting go despite his best efforts.

 _"T-they must be able to hook onto anything so it won't come off!"_

Izuku held his breath and gently stretched his hand, watching the little hairs retreat back into his skin.

 _"I don't want to grip anything right now."_ he reached down to the paper and touched it with his right index finger. When he brought the finger up, the paper did not follow.

 _"Pick it up."_ Izuku stretched out his finger slightly and brought it down. When he brought the finger back up, the paper clung to the tip without Izuku gripping it at all.

His breath hitched in his chest.

 _"W-What is happening to me?"_

* * *

Izuku looked at his hands in wonder, a small smile on his face as the little hairs popped out of his skin before retracting. "Amazing..." he muttered to himself as he ignored the activity around him. It was lunchtime, so it wasn't like the teacher was going to embarrass him in front of everyone for being occupied with something that actually was more important than the lesson.

After all, he had just gotten his Quirk.

 _"The spider bite must have awakened the gene or something like that!"_ It wasn't impossible. Izuku's research back when he was four and fresh from Dr. Tsubasa's diagnosis revealed that there were a few late Quirk awakenings. It was rare but sometimes people went through most of their lives thinking they were Quirkless until a traumatic event of some kind caused it to come out on reflex. The hairs on his hands were becoming easier to manage. He just needed to think that he needed to stick something on his hand and out they would come.

Izuku reminded himself that the substitute nurse called the hairs setules. She hadn't heard he was Quirkless and Izuku was able to cover for his interest in the Quirk he supposedly had for all his life by saying he thought they looked weird today. She thought Izuku was trying to get out of school and just kicked him out.

Izuku pushed his pencil eraser into the center of his palm and the setules came out. _"Looks like they come out anyways if enough pressure is placed on them ..."_ He grinned nervously. _"This Quirk is amazing!"_

It was the only logical explanation, wasn't it?

It wasn't like the spider gave him its natural abilities! That was just the plot of Spider-Man! It was fiction and this was reality!

No, the truth was the spider bite managed to activate his Quirk. His loss of fluids caused Izuku to slim down and his muscles developed because it was just his body adjusting itself so the setules could develop.

That was it! The thing Izuku had been hoping, no praying for had finally come true!

His Quirk had finally awakened and now he had the stuff to become a Hero!

Izuku turned his hand and allowed the pencil to hang by its eraser from the center of his palm. He didn't know whether to laugh, cry, do a little jig on his desk, exclaim this discovery to the class that made fun of or pitied him, or all of those at the same time.

"T-the possibilities of this Quirk are limitless! With these I could stick myself onto fast-moving vehicles without much trouble... N-no wait I'll probably need to train my body to handle the velocity. Oh! Wait, recon! Scouting out a Villain's location and observing the situation from a safe position is also a possibility for this Quirk...!"

"Deku..."

"But wait, I'll also need to train my upper body before I go to U.A... T-that shouldn't be a problem now! I'm pretty sure there are tons of training programs online for people with Quirks that let them to scale buildings!"

"Deku...!"

"Man, I need to tell Mom as soon as possible! T-This Quirk probably came from someone in her or Dad's family and I can get advice from them! Yes, that's it! I...!"

"SHUT THE HELL UP!"

Something occurred immediately after Bakugou's shout reached Izuku's ears. Izuku's head was throbbing, something akin to a headache but not as painful. It was like his brain was tingling, as if something was working around in his head.

 _"What...?"_ Izuku thought as he observed what was happening in front of him. It was like everyone was moving in slow motion. Yu was trying to throw a wad of paper into the recycling basket as if it were a basketball, Chie and Haruko were giggling amongst themselves but their bodies were shaking more slowly, and Hinata's eyeballs bulged from their sockets as he turned towards Izuku.

 _Duck._

Izuku brought his forehead to his desk without another thought. He could hear the desk crack and he saw it begin to buckle. When he heard the familiar pop of Bakugou's explosions above him, Izuku threw his head back and through the cloud of smoke. He screamed as he began tripping back on his chair, his arms gripping tighter on the plastic desk to steady himself.

The desk cracked and bent, shattering into shards of plastic and metal.

Izuku's head hit the desk behind him and went tumbling to the floor. It took him a second to recover and see his now ruined desk. Everyone was gaping at him and even Bakugou was staring at him with wide-eyed amazement.

There was no mistaking it. Something on a subconscious level had warned him about Bakugou's prank. Slowed down his perception to give him enough time to avoid it and...

 _"Spider-Sense."_

"I-I can explain!" Izuku shouted, trying to ignore the thought that passed through his mind. But as he waved his hands around he saw that the edges of his desk were still on his open palms.

 _"Increased strength. The ability to stick to anything with tiny hairs on your hands. After a spider bite..."_

Izuku's mouth went dry. "N-No. That's... that's..."

"Deku..." Bakugou's red eyes were practically glowing with rage and disbelief as he stepped forward. Spider-Sense or not, Izuku knew it was time to go.

He willed the setules to retract, letting the desk pieces hit the ground as he backed away. He leapt to his feet, amazing everyone and himself... and just bolted out of the classroom.

"This is impossible... This is impossible!" he muttered over and over to himself, his mind racing as weaved through the people in the hallways.

He ignored the fact that he was running past the shoe locker and through the front door. He ignored the P.E. teacher asking where he was going. He ignored Bakugou's shouts from his classroom window and leaped when he was near the fence.

Izuku stopped as he found himself on the other side. He looked back at his gate with the school behind it. "I just jumped over ten feet and I'm fine..."

Izuku didn't dwell on it long, running down the sidewalk and ignoring the confused glances of passerby.

Izuku had no idea how long he ran. His mind was struggling to process what just happened. Only a few days ago he was Quirkless. Now? Now he had muscles. He had setules that grew out of his skin. He had super strength and some sort of precognition ability! This went beyond just having a Quirk, and all these powers...

 _"B-But how could a spider bite do this!? N-No wait, there was something wrong with that spider! Was the reason Prowler was tracking it because her employer was doing experiments on it?! Was it actually radioactive like the one from Spider-Man?!"_

Izuku's heart skipped a beat as he nearly shouted. "Do I have cancer now?!"

* * *

 _I would like to state for the record that no, I do_ not _have cancer. I can donate blood without it having any... deadly side-effects, and my wife is_ fine _thank you very much._

* * *

Izuku was so wrapped up in fear and dread that he didn't even notice the crowd of people stopped at the corner. He ran out ignoring their shouts until a deafening horn blared on his left.

His head tingled and time seemed to slow again. He turned left to see a sixteen-wheeler barreling towards him. The driver's right hand was slamming the horn and grimaced in anticipation for the inevitable collision.

But it never came.

Izuku almost unconsciously crouched before jumping, flying up and over the truck as time returned to normal.

Izuku screamed. He was now over twenty feet in the air and barreling towards the side of a skyscraper. He instinctively shot his hands out and felt his body slam against the wall, cement rubbing up against on the left side of his face. Izuku groaned, slowly peeling himself off like a bug on a windshield until he noticed something.

 _"I-I'm not falling?"_ Izuku opened his eyes and looked to see he was still on the cement wall of the skyscraper. After lifting his head, he realized his hands were flat on the stone.

He felt a gust of wind wash over him and looked down to see people staring at him in shock or annoyance for worrying them with a Quirk like that. Most of them just went back to walking about, ignoring him.

"Oh my god..." Izuku as he looked back at his hands.

His mind flashed back to how Spider-Man would scale buildings. He used his hands and feet, crawling on them like a bug...

Izuku gulped and lifted his right hand, bringing it up a bit before bringing it down. He positioned his feet flat on the surface, spreading his legs a bit, before raising his left foot and placing the tip on the wall. He repeated the action with his left hand and right foot. He did it again, and again, and again, slowly creeping up the side of the wall.

 _"This isn't a dream."_ Izuku thought as he continued to crawl up. Rather than feeling scared... he was elated. _"This isn't an impossibility. This is...This is actually happening!"_

Whatever fear Izuku had was gone. The strangeness of getting his... powers in this way, powers that mimicked those of a fictional character and were acquired the same way, were chased out of Izuku's head and replaced with pure, unadulterated joy.

So what if he got his powers like this?

They were now his.

The feeling of powerlessness he carried throughout his life, all the speeches and lectures about how he could never become a Hero... they were now meaningless.

Now he can be a Hero!

"Hey! Kid!"

Izuku was snapped out of his thoughts by the new voice. A cursory glance showed he had climbed near the roof of the building. A man in a black bodysuit save for a brown wooden helmet, gloves, and belt was leaning over the edge of the roof to talk to him.

"K-Kamui Woods!" Izuku squeaked. "Y-You're the new rookie who's rising in popularity!"

The Hero said nothing at first before slowly nodding. "Yeah... that's right. Mind telling me what you're doing up here and not at school?"

Izuku looked down in shame. School. That's right. He had just ditched school for the first time in his life. "I-I'm sorry." He couldn't tell the truth... Hell, Izuku himself had a hard time believing it. Still, he could tell a half-truth. "I... I got scared. I-I just... my Quirk just awakened and I... I thought I was Quirkless my entire life."

Kamui Woods didn't hesitate and leaned closer. Whatever the Hero was actually thinking he did not show, but he got down on a knee and extended a hand. "Yeah... I'd imagine something like that would be a bit of a shock. Now come on. Your school is worried sick about you and you're making people nervous. I'll help you down. All you need to do is take my hand."

Izuku breathed a sigh of relief and grasped Kamui Woods' extended one with his right hand.

His secret was safe for now.

"Mind easing up the grip? Feels like you're going to crush my hand."

"Sorry..."

* * *

 _Let me tell you, my principal knew how to give one hell of a lecture._

 _I had to face the music after getting chewed out by the cops below for using my Quirk after I was out of danger and skipping school. They brought me back and my principal droned on for about an hour about how my stunt put the reputation of the school at risk and how those who skipped school were destined to become undesirable in the modern world. But considering my stellar grades and the fact that I had never gotten into trouble before, they were willing to let me off with a couple days of detention. The fact that my 'Quirk' had just awakened probably convinced them to be more lenient._

 _Lucky me._

 _So after about an hour of cleaning my classroom and trying not to think about the glares Kacchan threw my way, I headed home._

 _I had no idea what I was in for._

* * *

Izuku tried to ignore how clammy his hands felt from washing the blackboard and desks. The punishment he had gotten wasn't brutal and it certainly could've been a hell of a lot worse, but it was exhausting.

 _"Guess Spider-Stamina can't help me recover from tedious chores."_

That was really something. He was now referring to his abilities as Spider-something.

Just like in a comic book!

 _"Mom is going to go crazy when she sees what I can do now..."_ Izuku was a bit worried whether his mom would be more worried about him than happy considering he just tried to skip school over his newly awakened 'Quirk'. _"Dad will probably just think it's ironic considering the movies we watched."_

"{Kid...}"

"But what should I do now?" Izuku muttered to himself. "I need to learn the limits of my power. I can't just assume I've got everything that Spider-Man had... I need to test my strength, my speed, and everything else."

"{Kid...!}"

"And I need to practice what movements I make using this new body," Izuku flexed his right arm. "I can't just assume I can pull off everything from his movies. Most of those movements were created using old CGI and they tend to stretch things a bit and..."

"{Hey, kid!}" Izuku felt a hand grab his right shoulder and his nose met the unpleasantly familiar scent of garbage and sweat. His gut lurched.

Was he being mugged!?

He spun around to meet his assailant, his fingers brushing against the hand of the person touching him. Izuku felt something well up within him, a shiver that flowed from his chest into his fingertips. His eyes widened as the person stiffened, seemed to bolt up, and was flung backward. He glanced down at his hands to see green sparks coming from his fingers.

"What the..?" Izuku began, but the person shot something out. A white glob hit him square in the chest and Izuku's mind registered that the 'glob' was part of a white string. He had about a second to think about this before he was pulled with the person that grabbed him. Despite his new reflexes, Izuku landed face-first on the asphalt and groaned as he picked himself up.

This wasn't going to become a thing, was it?

He shook it off and ran to the person, kneeling beside them and trying to shake them awake.

"A-Are you okay!?" Izuku shouted as he fumbled for his phone. What the hell was that!? Another one of his powers? Spider-Man never had that power! "I-I'll call a hospital! I'm so sorry! I didn't mean to..."

Izuku trailed off as his eyes noticed several things.

One: The white 'string' was not one solid item. Rather, it was a conglomerate of different strings wound around one another. It was coming from the person's left hand, which upon closer inspection had a two-finger lever device in the center of his palm.

Two: The person who grabbed him looked like a Caucasian man with short brown hair that had a stripe of grey hair running down the sides of his head. His chin and cheeks were covered in stubble.

Three: The person was wearing a pair of dirty grey sweatpants, a blue left shoe and a red right one, and a stained green coat.

Four: Underneath that coat was what appeared to be a Hero costume. It was primarily red with blue on the sides, but the red portion had a black web-like design that converged at the center of his chest.

There Izuku found a black, stylized symbol of a spider.

"That's impossible..."

* * *

 _Oh yeah, I forgot to mention._

 _Before I could become a Hero, I had to meet my teacher._

 _Everyone, this is how I met Peter Parker._

 _The original Spider-Man._

 _No, I'm serious. Trust me. I promise it will all make sense soon enough._

 _After all, this is ultimately the story of how I became one of the greatest Heroes in the world._

 _This is the story of how I, Izuku Midoriya, became Spider-Man._

* * *

 ** _The Infamous Man Presents..._**

 ** _Amazing Fantasy_**

* * *

 **Note: This idea came up a while ago. I have always loved and admired the initial Stan Lee and Steve Ditko run of Spider-Man. They were able to twist the idea of a superhero on its head by giving amazing power to what was essentially a normal kid. We all know the story. Kid gets an ego because of the powertrip rather than using it for good, one mistake leads to personal tragedy, and Peter Parker learns that with great power there must also come great responsibility. I also love My Hero Academia for being inspired not just by Spider-Man but all Western superheroes. That good people do exist and wish to protect their fellow man using their great powers while melding it with the Shonen genre.**

 **I made this idea on Spacebattles a while ago due to my hype for the new Into the Spider-Verse movie, but sort of put it on the back burner.**

 **Then, Stan Lee died.**

 **Regardless of what happened between him, Steve Ditko, and Jack Kirby, Stan was the man who helped bring humanity to Superheroes. He showed that not all Heroes are squeaky clean like Superman, but in spite of all their personal troubles and hang-ups they will try to save the day. He brought a new avenue of storytelling within the genre, and without Stan's contributions with the Marvel artists a seminal work like Watchmen might not have been made. Hell, without Stan and those like Steve Ditko and Jack Kirby it is entirely possible My Hero Academia wouldn't have been made.**

 **Stan Lee is a legend within the industry, and with his passing the 'big three' of the Marvel Bullpen are now gone.**

 **So this idea and story are dedicated to him and Steve Ditko for their amazing work that defined a generation of comics.**

 **I even turned this into a full-fledged story because I love the idea so much, and so does my beta 'repuzzan' who recently helped to edit this chapter.**

 **This won't take time away from _A Different Kind of Truth,_ but I feel I work better when I'm able to work on more than one fic so I don't get burned out on ADKoT.**

 **Be sure to tell me what you think with a review!**


	2. Issue 2 - Along Came A Spider-Man

Izuku had no idea how long he'd been staring in shock. Every one of his thoughts just ground to a halt. How could they not?

He'd just gotten the powers of Spider-Man after being bitten by a spider (which may or may not have been radioactive) and now he's being confronted by a Caucasian man who just happened to be wearing some sort of Spider-Man costume.

Who happened to be wearing some kind of device on his wrists that shot out webs.

One of which was still attached to Izuku's chest.

"N-No! Now's not the time for this!" Izuku then whipped out his phone and shakily swiped right to open the emergency call function. "W-Whatever that was, the power was likely related to electricity! I just electrocuted this man! W-What if I short-circuited his brain! W-Was it some sort of defense mechanism that...?"

Izuku froze when a firm hand gripped his right arm before he could hit the call button. He looked down to see the man staring at him.

"{Kid, whatever you're muttering about... stop. It seriously hurts.}"

Izuku clammed up. English had been one of his better subjects, and Izuku had the best grades in class since it was the one course he didn't have with Kacchan

He had no idea how it would benefit him since he wasn't going to be working in the United States like his dad. But he ended up taking it for the sake of having one relatively peaceful period.

Now he was thanking whoever was listening upstairs that he took it.

The man slowly got to his feet and staggered as he stood upright. "S-Sir!" Izuku got up and tried to lend a hand. But he was waved off while the man massaged his forehead. "Y-You got a shock! I-I'm really sorry! I just got my Quirk and..."

"{Christ, my head...}" The man muttered something else in a low voice that Izuku couldn't catch. "{Feels like I got hit in the head by one of Herman's blasts...}"

"I-I'll call an ambulance!" Izuku had to. Despite what the man said, Izuku's power had knocked the man out for several minutes and he still seems disoriented! Who knew the side-effects that blast had?!

Izuku's phone was then plucked from his fingers. The man looked exhausted as he held it outside of Izuku's reach.

"{Alright look,}" he began, "{I know you can't understand me but...}" he motioned to himself, pointing with both fingers as he shouted, "{I!}" he grinned and gave an awkward thumbs up with both hands. "{Am fine!}"

He shrugged with the best attempt at a puzzled expression. "{Now what...}" he pointed at Izuku. "{did you...}" he shook his body, making buzzing noises with his mouth before stopping. "{...do...}" he then pointed back to himself, his cheeks flushed in embarrassment from having to play this game of charades. "{...to me?}"

Izuku swallowed the saliva in his mouth as he worked up the courage to speak. "{I-I can tell and hear English, sir.}"

The other reason why Izuku had the best grades in English class was because he was the only one who cared enough to work for them.

The man blinked before muttering, "{You can understand...?}" he sighed before palming his face. "{Smooth, Peter. You just made an ass out of yourself in front of a teenager.}"

"{I am most sorry, sir!}" Izuku bowed before continuing. "{I have just received my Quirk, and have struck you without thought! I most humbly apologize!}"

"{Kid, you don't...}"

"{I humbly request for phone!}" Izuku inwardly cursed himself for the lack of a "my" in the sentence. "{We must notify hospital for your recovery and...}"

"{No hospitals!}" Izuku looked back up to see the man shaking his head. "{Look just... I'm fine. It's no big deal. I feel fine now,}" the man grinned. "{But... if you really wanna make it up to me, maybe you get me something to eat? Haven't eaten all day.}"

Izuku bit his lip as he slowly translated the words in his head. The man really should go to a hospital. Something could be seriously wrong with him.

 _"But he still has my phone..."_

"{I accept,}" he bowed, "{M-My name is Izuku Midoriya, a-and I humbly apologize again.}"

"{What's with all the bowing?}" the man shook his head and gave a light bow of his own. "{Peter Parker. Nice to meet you.}"

Izuku blinked. He had his suspicions, but hearing it now...

...Well, there is only one logical response.

"What."

* * *

"Oh my god, this is so good..." the man, Peter, moaned as he shoved another forkful of rice into his mouth. "I had this katsu-stuff in New York a couple of times, but this is the best one I've ever had." Peter began shoving a piece of fried pork into his mouth and pouring soy sauce into his rice. He then began muttering something that Izuku couldn't understand, oblivious to the stares he was getting from the other patrons.

And why wouldn't they stare? To them, Peter was a homeless Caucasian man who had wolfed down three katsudon as if he had just discovered food. He also didn't seem to know what a shower is.

Oh, and he smelled like he'd been sleeping in a dumpster.

Izuku couldn't help but gape at the scene before him. The soda in his hands was just as untouched as the katsudon, his favorite food, to his left.

The man in front of him said his name was Peter Parker and Izuku had told him that was impossible since Peter Parker, who was also known as Spider-Man, was fictional.

The man had stopped for about five seconds before continuing to chow down.

Peter finally pauses to look up at Izuku. "Kid, you're freaking me out. Would it kill you to eat?"

Izuku was about to respond in his native tongue but reminded himself that Peter didn't speak Japanese. "I-I am very sorry. It is just most strange," Izuku admitted with a frown. "You seem to take the news well."

Peter just raised an eyebrow and leaned back in his seat. "Kid, after all the crap I've seen in my life let me tell you, me being fictional over here is a... four out of ten on my "freak-out" meter."

"I still do not understand."

"I don't blame you. If it weren't for the interdimensional vampires I would have a hard time accepting it too."

"The what vampires?" Izuku had no idea what Peter was talking about, and part of him was sure the story would just confuse him even more.

Peter then looked up in thought before glancing back at Izuku. "I'll give you the short version later. Let me just tell you that you dodged a bullet with that shitshow."

Izuku said nothing, only staring until Peter spoke again.

"Okay, let me put it in terms you'll understand," Peter jabbed his fork into the katsudon and retrieved a piece of fried pork. "This delicious piece of meat is your universe. It has tons of white meat and fried to the point that it has a nice crunch without compromising the overall flavor."

He then put it in his mouth, chewed and swallowed. He then took a forkful of rice that had absorbed the soy sauce. "And this rice, which honestly kinda sucks without all the flavoring, is my universe."

Izuku didn't touch his food as a new wave of puzzling thoughts raced through his head.

 _"Another universe? Like in the comic books?"_

There were hundreds of stories where Heroes and Villains crossed over to other worlds and vice-versa. However, while there were theories of alternate dimensions, stuff like that was something that stayed in comic books! It shouldn't happen in reality!

 _"But I got the powers of Spider-Man... that should be impossible..."_

Peter sighed before scratching the back of his head. "Would giving you the full story of how I got here help?"

It probably wouldn't, but Izuku nodded anyways.

Whatever Peter said, there might be some grain of rational truth for Izuku to wrap his head around.

"Alright. I'll speak as slowly as possible so you can catch everything. Word of warning: things will get kinda real at times. Sorry in advance, but I gotta vent to somebody or else I'm gonna curl into a ball and cry."

And so, Peter Parker began his tale.

* * *

 _Okay, as I said before, my name is Peter Parker… and considering that you believe I'm fictional, I'm pretty sure you know the rest._

 _I've been a superhero since I was fifteen. I've been in more fights than I can count and luckily I came out on top of most of them. I've lost track of how many times I've saved New York, which a lot of superheroes can say but I can take pride in the stuff that I did._

 _I used to be called a menace by an old skinflint named J. Jonah Jameson, who unknowingly paid me for photos of myself. Oooh boy, did I laugh about that at night. Needless to say, a lot of people believed him and I was considered a threat by most of the city and a lot of other heroes were wary of me… at first._

 _Saving the city numerous times tends to make people wise up._

 _People began to stop buying Jameson's crap and I even joined the Avengers. Eventually, Jolly J. got the message himself and eased up._

 _That's when I married my high school sweetheart, Mary-Jane Watson. MJ for those of us who were close to her (and no, not that MJ. She hated it when people made that joke)._

 _She was really something else kid. Her smile could light up a town and her deep hair shone in the sunlight. When she smiled, she meant it, and her kisses could set off fireworks in your brain. MJ could be fun and witty when the situation called for it, a real party girl, and when you needed a shoulder to cry on…_

 _...Sigh… I'm getting ahead of myself._

 _We got married, and while I was Spider-Man she got kidnapped a couple of times. She used to complain about it all the time, and let me just say she gave those guys hell before they took her. She found out I was Spider-Man and MJ still loved me. For a good fifteen years after we graduated, things were going great._

 _Though maybe I'm deluding myself._

 _Dunno how the comics depicted it, but being a superhero ain't all keys of the city and overcoming the odds. When you throw yourself into the life you get hurt. Like… A LOT. I sprained my back around five times, broke my legs six times each, got a ton of concussions, dislocated my shoulders around eight times each, broke my nose fifteen times, fractured each and every one of my fingers more times than I can count, tore open my muscles…_

 _Yeah... if it weren't for my ridiculously resilient body and healing I would be hospitalized for life._

 _And that… seeing me hurt all those times and having to wonder whether I'm going to come back one night or if she's going to read my obituary on the front page of the Daily Bugle the following morning… Honestly, I can't blame her for wanting out. I didn't want to put her through that anymore either._

 _So yeah, we got a divorce._

 _...And my Aunt May, the woman who was like a mother to me, died of old age._

 _...And when we got the divorce, MJ found out she was pregnant._

 _Which then brings me to yesterday and the point of all this._

* * *

Peter Parker had to stare at the email on his desktop just to be sure that this was actually happening.

 _"Please let this just be a nightmare so that I can at least try to leave this apartment with some dignity."_

No such luck. The email would not just magically poof away because Peter was wishing as hard as he could.

 _Peter,_

 _I regret to inform you that as of this moment, you are no longer employed at Horizon Labs._

 _I have tried to be patient with you. I hired you after your expulsion from Midtown High because my good friend Curt Connors vouched for you. I have tried to be an understanding boss, giving you flexible hours in exchange for your brilliant engineering and genetics work. For a while, that seemed to be fine._

 _However, as of late, your work has been slipping. There are far too many mistakes for me to ignore and you have not been coming to work even for the minimum number of hours required of you. You have even been slipping away while you were on call when we needed you for delicate stages of experiments._

 _I understand that you are still going through a rough time after the death of your aunt, but it has been well over a year. Being a researcher at Horizon Labs requires you to balance your work and your personal life. You cannot seem to find that balance, and we have been falling behind because of it._

 _I am truly sorry and wish you luck in your future endeavors._

 _I am willing to write a letter of recommendation for your next employer. Please call me for coffee first so that we may talk it though._

 _-Max_

"Well… Shit…" Peter groaned as he slumped back in his chair. He was now an unemployed forty-seven year old. His dream job was now gone, and just after he was starting to get into the groove of things.

 _"Can't blame Max though,"_ Peter combed his brown hair streaked with strands of grey. _"He was being patient with me…"_

Max Modell had been Curt Connors', the one-time Lizard who owed his life to Peter for curing him, friend and had been more than willing to hire Peter. Considering that Curt at least had a sneaking suspicion about Peter's double life, he told Max to give him more flexible hours. And after getting fired from his science teacher position at Midtown High, Peter really needed the job.

Rent in New York wasn't cheap.

And neither was child support.

But after Aunt May had died… things had been slipping for Peter. He couldn't focus on work and most of the time his life as Spider-Man seemed to be a good way to blow off steam. Now it looked like Max had finally had enough of Peter's shit and just fired him.

Peter then heard something slide under his door and he glanced to see it was an envelope addressed to him. _ **'WHERE'S MY MONEY PARKER!?'** _was scrawled across the top in thick, black sharpie.

Looks like a few jokes and Peter's best attempt at Aunt May's wheatcakes wouldn't be enough to get him out of this one.

Peter glanced at the window as he heard the familiar sounds of police sirens, gunshots, and screams. The police scanner attached to the earpiece of the inside-out mask on his workbench blared out, _"All units be advised, suspects are fleeing the scene on a red convertible. They are heavily armed and…"_

 _"Another day in paradise…"_ Peter glanced at the clock. It was noon, meaning he still had time to get to Liebert's if he did this now. _"God, I don't get paid enough for this…"_

And considering that his Avengers check was about a thousand and a hundred dollars every two weeks, he really wasn't.

Peter then got up and stretched his arms up, reaching to the sky and hearing his spine crack. He then grabbed the upper body portion of his costume and whiffed it, cringing as he breathed in the scent of sweat-encrusted spandex.

 _"Crap. Right… forgot to wash this last night,"_ He shrugged his white sleeveless shirt and snapped on the web shooters. Over the years he managed to make them less bulky, the web fluid now stored in small flat rectangular containers around his wrist with a screen on the center displaying the levels of web fluid in blue. They were both full, but Peter aimed both his arms at the dartboard by his apartment entrance just in case.

He pressed both pressure levers with his ring and middle finger, causing strands of web-like material to shoot out from each wrist and hit the center of the dartboard. With a nod, Peter slipped on the top portion of his suit before grabbing the bottom half from the floor. After putting both on, Peter slipped on the gloves and then turned the inside out mask on his work desk back to its proper form. He then slipped it on…

...and blinked as his world turned blue for a second.

Peter had long since modified the lenses of his mark. Not only did the eye portions match his eyebrow movements (something he did to convey emotion through his mask, which helped to put people more at ease) but he gave himself a heads-up display to stay on top of things. His web fluid levels were on the top left while caller IDs showed up on the bottom left. The bottom right displayed a 2-D map of the city.

Peter looked at his mirror for a second. The classic red and blue with black spider-webs that converged to the small spider-symbol on his chest.

"I look like shit," Peter mused. He'd heard of dad bods, but seeing it on himself was still something else. "Thought I'd have a six-pack forever."

With that, Peter turned around and ran past his bed, past the workbench were photographs of Aunt May with Uncle Ben smiling on a beach. Another had him accepting his diploma with Harry and Norman Osborn. The one to the far left was him with Gwen Stacy on Coney Island, her hand grasping a piece of popcorn from the cardboard bucket in his hands.

Between them were two more photos. One of Mary Jane, smiling at the camera with a hand on her hip. On the other was Peter with a four-year-old girl on his shoulders. Short, dark-red hair stood out against her navy blue jacket and jeans with pink gloves. She was beaming as Peter held her dangling legs with his arms.

Peter tried his best to not linger on those thoughts as he jumped out his window…

...and began to swing.

Web-swinging was something Peter could always enjoy. He was able to watch the buildings whizz by at lightning speed while the wind howled in his ear. There was nothing more liberating than the feeling of swinging around town. Not even flying came close. That's just cutting through the air in a straight line. But when you swung, every arc was an adventure.

Peter shouted into his mask, "Wire Ditkovich the money earmarked for rent!"

His phone's AI then said into his mask's earpiece, "The money has been sent. Please note that with deduction as well as the amount earmarked for child support leaves you with $500 in your account."

 _"Well, that saves me from being evicted,"_ Peter let out a sigh as he headed to the marker indicating the fleeing criminals' car. _"Looks like I'm going to have to break out the Ramen Joy cookbook Harry gave me."_

Peter reached the street in minutes. He could see the speeding convertible with the two crooks in ski-masks. They were firing at the cops chasing them as they swerve through traffic. The driver had a pistol while the passenger was spraying his surroundings with an automatic rifle..

"Looks like this is my stop!" Peter fired a line with his right hand and waited for it to hit its mark. With a tug, Peter launched himself to the car and landed on the hood.

"OH SHIT!" The driver shouted, pointing his handgun at the windshield. "It's Spid…!"

"Please! Please!" Peter jumped to the top edge of the windshield, avoiding the first few bullets which cracked the glass. "Hold the applause!" Pete kicked out with his right foot, knocking the automatic rifle from the hands of the just turning passenger. "I would like to thank the future prisoner 3347…"

Peter brought his foot back, nailing the driver in the back of his head and smashing his forehead against the wheel. He webbed their bodies to their seats and stuck the driver's hand and gun to the door. Peter jumped into the driver's seat and slammed on the brakes while turning the wheel. "...For his introduction to this motion picture I like to call…"

The car began flipping and Peter jumped out. Twisting his body in the air, he attached webs to the front and back ends of the car and aimed a few more at the surrounding buildings. Soon the car was suspended in the air before it could even hope to slam against a storefront or mow down any bystanders.

Like a fly in a spider's web.

Peter then landed on the top of the trapped car, which lightly shook but did not fall. "...Two Idiots Rob a Bank at Hero Central."

He peered over the edge to stare at the two crooks trapped inside. "Seriously, I don't understand you people. You'd have to be a moron to try and rob somebody in a city that every hero from D-Man to Thor calls home."

"Screw you, man!" came the muffled cry of one of said morons.

Peter simply shook his head before aiming at the top corner of a nearby skyscraper. "Hey man, you're lucky you got me! Let me tell you, ya would've been disappointed if it was Wolverine. That Canuck is not a people person."

"Yeah! Go Spider-Man!" One guy on the street hollered, clapping his hands with a huge grin on his face. Other people also applauded, and Peter returned it with a thumbs-up before launching a web line just as the cops came to a stop nearby. He then pulled and shot himself into the air, launching a web-line from his left hand to start swinging again.

"Set a marker for Liebert's."

* * *

"Lookin' good tiger."

"Yeah, well…" Peter scratched his cheek, trying not to wince at the feeling of the tiny unshaven stubs on his skin.

The clothes he he hid in his backpack on the roof weren't exactly suited for the occasion.

Especially since it was just a Captain America t-shirt and jeans with a pair of black sneakers.

And especially since Liebert's was a five-star restaurant.

"Things are… kinda complicated right now."

Mary Jane was wearing a beautiful black dress that split to her right mid-thigh. Her red hair still cascaded down her back, complimented her emerald green eyes and cherry-red lips. But the faintest wrinkles were showing up on her cheeks and brow. The bags under her eyes weren't much better than Peter's.

Despite the obvious worry on her face, MJ let out a small amused huff. "Would it have anything to do with the little bank robbery on 54th Street?"

"Kind of…" Peter sighed as he looked down. He really should have thought ahead. He and MJ had set up this meeting weeks in advance. He'd written it in his calendar and everything!

 _"Yet somehow it slipped my mind that Liebert's was not the kind of place to be wearing a t-shirt and jeans!"_ He ignored the looks he was getting from the waiters and other patrons before glancing back at MJ. "Sorry in advance."

"Don't be. It adds flavor to the evening," MJ sipped her wine, "I'm still glad you're doing alright, Peter."

"You shouldn't have to worry about me."

"Can't help it. Call it a habit that's hard to break."

Both of them were silent for a moment.

"How's Mayday?" Peter asked.

MJ smiled, but Peter could see how strained it was at the corners. "You know… she's at that rebellious age. She's still pretty angry over how you don't let her visit your place."

"I know I should," Peter admitted with a frown. "But I worry MJ. What if she finds my suit? The last thing I need is my daughter worrying herself sick over me."

"Don't know. Mayday's a tough little girl," MJ sighed, "She might even be tougher than me."

"MJ…"

"Peter… I know that you can't help being who you are. Nothing I could say would stop you from going out there," MJ motioned to outside the restaurant. "But I just… I couldn't handle it anymore. Worrying about you while you are swinging out there…. Sometimes I feel like I'm weak for doing this to the both of us."

"You aren't weak, MJ," Peter placed his left hand on her right and said, "What you did, you did because of the life I'm living. Like you said, I can't stop."

Peter's gaze fell. "I made a promise."

Peter hated how every word tasted like ash on his tongue.

MJ went silent as if to contemplate every syllable. Then she laughed a hollow and mirthless chuckle, nothing like the warm, bubbly laughter they used to share.. "It's amazing we stuck together for as long as we did."

"Ah… we made it wo-"

Peter was interrupted by a flash of purple. Peter glanced out the window to see a plume of violet light peeking over the rooftops of the buildings on the other side of town.

"Ah, crap…" Peter moaned before looking at MJ.

She smiled sadly and raised a glass to him, "Go get em', Tiger."

Peter nodded thankfully but reached into his pocket and handed MJ a crumpled envelope. "See you next month, MJ."

"You too…"

Peter bit his lip as he ran out the restaurant, ignoring the sour looks he got from everyone else. When he went into the alleyway across the street, Peter reached into his right pocket and pulled out his mask before putting it on.

"Damn it…!" He set his right foot on the wall to his left and thrust his body up, his left foot hitting the wall as he sprinted up. Gravity should make him fall and break his spine like a twig like any other person, but momentum and the nifty gift of super strength helped to prevent that problem.

"Call Cap!" he yelled out as he jumped over the edge and onto the roof. There were a few rings as Peter began taking off his shirt and pants while running to the closed backpack on the roof before there was a small icon of a grinning Captain America at the edge of his vision.

 _"Kch… Not the best time sold-!"_ Steve Rogers was interrupted by the sound of something deflecting off metal.

"Cap, I think it's the best time!" Peter struggled to put on the top portion of his costume. "There was just a huge light show downtown, and we've both been in the business long enough to know that means something's going down."

 _"Well, we can't get to it right now!"_ Steve shouted back, huffing as he if he jumped over something. _"All Avengers, even the reserves, are on duty over here in Sokovia. Ultron is… well, being Ultron."_

"What is with that metal head and Sokovia? Did the locals piss on his extended cousin's circuit board or something?" Peter groaned before shouting, "Wait, if this is so important why didn't you call me!?"

 _"You made it plainly obvious over the past few weeks it would only take the world ending in the next few minutes for you to go on a mission today."_

Oh crap, that was right. Peter wanted to bang his head against something as he stuck his legs into the bottom of his suit. He had been looking forward to meeting MJ today that he canceled almost everything that could get in the way. Including his Avenger duty for the day. "Wait, does that mean I'm the only one here!?"

 _"Pretty…"_

 _"On your left!"_ A muffled shout interrupted Steve, with the sound of something huge and fast knocking aside metal. _"Yes! Score one more robo-velociraptor for me!"_

 _"Keep your head in the game, Khan!"_ Steve yelled back, _"Teenagers…"_

"Oh, great…" Peter patted himself down, making sure his costume was on right. He quickly webbed his clothes and backpack to the roof to prevent theft as he ran to the edge in the direction of the light. "Please just tell me this isn't a magic thing. I hate magic!"

He was put on hold for a few minutes before Steve replied, _"Strange, Minoru, and Rasputin say it's not magic. Good luck soldier. Cap out!"_ Before he hung up Steve was shouting something along the lines of, _"Now's not the time for donuts, Reyes!"_

It was a miracle that Captain America didn't have a full head of grey hair yet.

As Peter jumped over rooftops and swung through the city, he could not help but feel… slightly bitter.

In a city that was just lousy with superheroes, how come it always seemed like he was the only one on top of things like this? How come he doesn't see someone like Daredevil just a few rooftops away also going over to investigate?

 _"Aw, who am I kidding? He's probably busy with the Hand or something,"_ Peter sighed as he jumped onto a passing train, running forward as the train made a turn to jump across the street and continue to swing. _"You're the one that's making these choices Petey-boy. You're the one thinking that you just have to go now rather than take a deep breath and wait two seconds."_

It was quiet self-reflecting moments like these that reminded Peter why he was divorced.

The header in his lenses helped to guide Peter to… an abandoned warehouse at the edge of town. "Supervillain lair," Peter muttered to himself as he launched a web to the telephone pole just a few feet away from the building. _"With my luck, it'll be AIM or HYDRA attempting to summon some Lovecraft-lite aliens using a portal to outer space or something."_

Peter had been in the superhero game long enough to know that blindly jumping on the roof was just asking for trouble. With that in mind, Peter shot a web at a broken bottle on the side of the street

 _"Thanks, New York,"_ Peter flung it to the metal roof. It bounced on the roof and Peter quickly webbed it before it rolled to the ground and made another sound. _"OK. No alarms or sentries. Looks like nobody's home."_

Peter jumped to the roof and slipped through a cracked window after carefully plucking out the remaining shards on the frame. He began crawling down but took note of the interior. The place was pretty empty. The windows were boarded up and the doors were sealed shut with a welding torch and tons of junk. On the far left was a small workbench with a computer in the center and a ratty chair. There were also various power tools and some sort of Doctor Doom-looking mask with tubes and tinted full-head visor.

Next to the workbench was a mannequin wearing gloves (which both looked strangely like the Nintendo Power Glove) that had wires hooked up to a strange piece of headgear. It was a helmet but made mostly of what appeared to be computer chips and two red teardrop-shaped eyepieces. On the far right were cages, recently washed if the puddles at the bases were anything to go by.

Oh, and Peter could only see all of this because of the large geyser of purple flame-like energy emanating from the center of the room.

"Okaaay…" Peter fired a web underneath him, grabbed onto it, and slowly began bringing himself to the ground. When his feet touched the ground he let go and walked to the workbench.

 _"So, if this isn't magic it's probably science-related. So this is a portal…"_ Peter glanced at the metal ring around it. _"Wait, I recognize that tech… definitely AIM's stuff. But since they aren't crawling around the place whoever set this up just bought the stuff and had a third party set it up."_

Peter then walked over to the mannequin and looked at the mask. _"It's a neural interface of some kind… but to what?"_

Something flashed in Peter's eye and he looked back to the workbench. On it was a glass dome, big enough to fit a head. "Hello." Peter walked over to the workbench and lifted it off the table, turning it around to see that there was indeed a hole large enough to fit a head inside. Peter glanced to the left and saw something he'd missed before.

A small clothing rack with a single full-body green suit made out of material styled like lizard scales, with yellow boots and gloves attached to gauntlets shaped like Chinese lanterns on the floor.

Attached to the suit was a billowing purple cape attached to the suit with golden eye-like clips by each of the armpit areas.

"Quentin…" Peter muttered to himself. "Just what the hell are you doing here?"

Quentin Beck, a former special effects genius. He had specialized in practical effects and optical illusions, and his craft was considered revolutionary albeit expensive. Unfortunately, it turned out that CGI was cheaper and so they invested in that and gave Quentin the boot. Quentin then decided to use his skills to give himself the money he 'deserved', He put on a costume with a fishbowl for a helmet and started calling himself 'Mysterio'.

Peter had fought with Quentin for years, fighting through the illusions and punching through his dome helmet more times than he cared to remember. Quentin often worked with other villains and was almost always a part of the newest iteration of the 'Sinister Six', a group of villains that hated Peter enough to stop bickering with one another to try and kill him.

Time and time again, Mysterio lost and was sent to prison until he broke out again.

He was always in the business for money and fame.

Interdimensional portals seemed to be several ridiculous steps up from that.

Peter set down the glass dome and noted that next to the rack was a headless body wearing a skintight long-sleeve dark purple shirt, dark green gloves, leather black pants, and dark green boots. It also wore a dark purple belt with a buckle that consisted of a dull gold metal eye. Around its neck area was a green brace of some kind with the same eye in the center.

 _"Was Quentin using that?"_ Peter glanced back at the neural interface. _"Was he exploring?"_

Peter walked over to the computer and pressed the spacebar. It opened to a screensaver that was the poster of _Big Trouble in Little China_ with a request for a password. "Hm…" Peter glanced at the screensaver and decided to take a leap of faith, keeping Quentin's love of practical effects in mind.

 _JC'sTheThing_

"Holy shit, that worked?" he muttered as the computer began booting up. Quentin really needed a more complicated password.

He noted the file titled 'deliveries' and clicked on it.

It was a simple Excel document, with two tables titled 'World A' and 'World B'.

"World A Deliveries. Age 1-10: 11, Age 11-20: 9, Age 20-30: 5. Total: 25. Successfully delivered to…" Peter's eyes widened. "Mr. Sinister."

He'd fought the mad genetic scientist with the X-Men years ago and knew his M.O. Torture, live dissection, cloning crimes against humanity to create the perfect being… Dear God, was Quentin getting into human trafficking?

"Funds successfully wired to Account A. World B Deliveries. Age 1-10: 5, Age 11-20: 15, Age 20-30: 10. Total: 30. Successfully delivered to… All For One?" Was that some new up-and-coming villain?

No, this table was labeled World B. Quentin must be kidnapping people and sending them to the other world!

Even though his instincts screamed at him to just email all of this to Steve Rogers, Tony Stark, and literally ALL of the X-Men before leaving, Peter clicked on another table. "Trigger Distribution Efforts... Weapon Profits and Deductions...?"

And that's when his Spider-Sense kicked in.

Peter jumped up just before the ax came down, splitting the keyboard in half. "Woah! Woah there!" Peter looked down at his attacker. "I've gotta give you props! You're the first person I've seen do what I've always wanted to whenever my PC froze!"

Dressed in his Mysterio costume minus the fishbowl was the familiar face of Quentin Beck, his head shaved and age showing on his face. The black eye Peter had given him a month ago was receding, but it still showed.

It also gave the animalistic scowl on Quentin's face an even more frightening edge.

"Well, you seem to be looking good, Beck," Peter said, narrowing his eyes at the supervillain. "Though I never took you for a Christian Bale fa-."

"You shouldn't be here!" Quentin shouted as he reached into his belt and threw something up. Peter began launching a web at it, but the small circle exploded and released gas everywhere. "This is my place! Mine!"

Peter began to cough and felt his grip loosen. _"That smell… ethyl chloride!?"_ Peter dropped down onto his feet and rushed at Quentin. _"Have to end this fast!"_

He punched Quentin… only for the man to fade as Peter's fist went through his chest. "Shit…!"

Peter's Spider-Sense went off and he leaned back with all the grace of a professional limbo dancer, watching as the ax's rust-covered edge passed over his nose.

"I finally made it! I am bigger than I had ever been, without you getting in the way!" Quentin then brought the ax up. "Always… always you getting in the way!"

"Okay! Enough of your crazy!" Peter's hands met the ground and he held back a cough. Using his strength and years of practicing his balance, he picked up his lower body and kicked Quentin square in the chest. It wasn't an illusion and the kick connected, sending the man back.

"N-No…!" Quentin coughed out, wheezing and clutching his chest. Peter didn't dignify Quentin with a quip as he simply got to his feet, ran to the workbench and grabbed the stool. He then flung it as hard as possible through the boarded up-out skylight overhead. The gas then rushed out, clearing the air of most of the ethyl chloride. "No, no, no…!"

"Oh yes, yes, yes!" Peter then spotted Quentin reaching for the axe with his right hand. "Uh-uh! None of that!" Peter shot a web, nailing Quentin's hand and the axe to the ground.

"You can't do this to me!" Quentin shouted in anger. "Not when I've come so far!"

"Yeah, and at what cost, Quentin?" Peter glanced at the purple portal, flickering and shimmering in the air. "Selling lives and drugs? Were you really that desperate to be a big shot?"

"Better than being a joke… better than being your punchline," Quentin grit his teeth. "Over there I'm something more. I've got respect… hell, soon I'll be bigger than any movie star!"

Peter's Spider-Sense went off, and he saw Quentin use his left hand to take something out from his back.

Quentin Beck, Mysterio, the Master of Illusion, was now aiming a revolver at him.

"And I won't let you take it away from…!"

The only reason Quentin got that far was because Peter hadn't expected it.

Peter's villains didn't usually wield guns. Mostly because it clashed with their gimmick or wounded their pride or something. The last one Peter had to deal with that pulled something like this was Kraven, and that ended… messily.

He was ready this time.

Peter shot out a web to Quentin's hand and brought it down. But the gun fired anyway, the bullet passing between Peter's legs…

...And hit the bottom ring around the purple flames.

Both of them looked at it as the flames then grew wild, reaching out randomly with purple electricity crackling around it. "Ah cra-!"

A lick of flame hit Peter.

* * *

"Let me tell you kid, whoever thought getting ripped out from your universe to another was a painless experience is a filthy liar."

Peter impaled another piece of meat with his fork. "Imagine every single fiber of your body screaming in pain as if it were being torn apart and glued together over and over. Meanwhile, your eyes and mind feel like they're burning as a million images pass through them every millisecond. You want to scream but you're drowned out by the noise of TV static, nails on a chalkboard, and shattering glass."

He sighed wearily, "I didn't get to experience this during the vampire fiasco because my ride, which was a talking pig version of me and a kid in a robot suit, had some sort of disk in their hand that helped open a tube. I didn't get a tube this time. I got kicked into here against my will with what I can guess was a busted stabilization ring."

Izuku didn't know what to say. As his mind tried to catch every word in the sentences Peter spoke too quickly for Izuku to understand, the boy only thought one thing.

 _"This can't be real… And yet it is."_

This was actually happening.

Everything Peter said was far too detailed, far too emotional to be the stuff of lies. If it had been just the details Izuku would called Peter a lunatic. Someone who crafted a well-made story and had a seriously loose grip on reality. Izuku would have fled before he was dragged into their craziness because he happened to have Spider-Man's powers.

 _"But I have Spider-Man's powers. Something which should not be possible. And he has those web-shooters…"_ Izuku then looked down. _"And…"_

His weariness while recounting his firing, the sadness of meeting his ex-wife and talking about their daughter, and his rage at Mysterio's crimes… they were all too genuine to chock up to madness.

Which meant it must be true.

"What do you do then?" Izuku finally asked Peter, who was eating the last few bites of his katsudon.

"Well…" he sighed as he set down his fork. "First thing I did was throw up. Going to another dimension isn't good for your stomach. Then I noticed I wasn't in New York, heard a bunch of stuff in words I couldn't understand, and looked out to see a bunch of people with stuff like cactus heads, iron arms, elephant ears, and the like. It didn't really take that long to figure out I wasn't in Kansas anymore, especially since a bunch of superheroes passed by that I didn't recognize."

Peter sank into his seat, "Then I had to find an abandoned building to stay in… and dig out clothes from the trash. I need to apologize to D-Man when I get back, now that I think about it."

Izuku's heart sank. This Hero, one who helped inspire countless others, was homeless here.

"Oh, and when I woke up and tried walking around and see if you guys could possibly have any tech to send me back, I saw your little stunt with the truck," he then laughed and said, "Gotta tell ya kid, that takes me WAY back. That happened to me when I was your age and discovered what I could do from that."

Izuku blushed. Now that he thought about it, the entire incident did have a lot of similarities to the first Spider-Man comic. "B-But why seek me?" he asked, his hands clenching the glass of soda. "I-I am just a child. I cannot help you home, and I humbly apologize but I do not believe others have the means to…"

Peter held out his hands. "Whoa, slow down. I'm not expecting you to take me home," he glanced away and scratched the back of his neck. "But to be honest, I don't believe it's hopeless to get myself back home. If you've got superheroes there's bound to be a super genius at least dicking around with the concept of interdimensional travel."

Izuku wanted to protest but held his tongue. _"How can I be sure enough to say there aren't any?"_

Peter was living proof that anything was possible.

"Nah, what I wanna do…" Peter grinned as he finished his katsudon. "Is teach you."

Izuku blinked once. Twice. "T-Teach me?"

"Yup," Peter grinned even wider as he said, "Look kid, I know what you're going through is complicated. Your body is changing, you're getting hairs in unfamiliar…" he chuckled when Izuku's face reddened. "Okay, okay. I'll stop. But the point is that I know what you're going through better than anyone. The last thing I want to do is leave you hanging out to dry while you try to find out the ropes yourself. God, I hated having to go through that."

Peter brought his finger across the table until it was right between Izuku's eyes. "I… can teach you to be Spider-Man."

Izuku went rigid. His heart was beating a mile a minute. His hands were already coated in a film of sweat. A cold shiver of excitement and nervousness was coursing through him every second.

 _"H-He wants to teach me!? Spider-Man wants to teach me!?"_

He didn't know what to feel. Amazed? Honored? Uneasy? His brain did somersaults as he tried to process everything that happened today.

Just a few days ago, Izuku only had the slimmest of chances to become a Hero. A few days ago he was Quirkless, a powerless minority in a world full of amazing individuals like Kacchan and All Might.

Yet here he was, with powers that defied logic and a Hero who should not exist.

A Hero who wanted to teach him.

Him!

 _"B-But am I really worth it?"_ Izuku bit his lip while looking down. _"I was Quirkless… I was just a fanboy who couldn't let go of his impossible dream. I haven't even had these powers for a full day. Can I really do it? What if I mess up and just keep him from finding a way home?"_

"Plus, y'know, I do need a place to stay until I head back home so I would really…"

"I-I am most sorry!" Izuku shouting with his eyes squeezed shut, "I needs time to think of this!"

Peter pursed his lips, his crest falling at terminal velocity.

"Yeah… I guess it is a lot to think about. A lot to take in too," he gave Izuku the same mirthless chuckle that MJ probably gave him. "You just learned other universes exist, and as far as I can tell your world hasn't had to deal with an alien invasion yet."

"And aliens exist too…" Izuku was surprised his head wasn't hurting yet.

"Okay, fine. How about you sleep on it?" Peter then motioned around him. "You can meet me in front of the place I'm staying at. It's just five blocks from here to the right in that skyscraper that's being built."

Izuku nodded. He knew the place since he passed it on his way to school. "Yes! Yes, thank you Parker-san!"

"Just call me Peter, kid," Peter then pointed to Izuku's katsudon bowl. "You gonna eat that?"

Izuku shook his head as Peter swiped the katsudon bowl. Izuku dug into his pockets and produced his wallet.

"Three, four…" Izuku slid the cash across the table. "This is five thousand yen. It's to pay for food and… well…" Izuku blushed as he scratched his cheek. "...f-for you to go to the public bath."

He bowed one more time, "I will have answer by tomorrow Par… er, Peter-san! Thank you so much!"

He then turned tail and raced out of the restaurant. But as he left the door he could swear he heard Peter yell, "Wait, kid I don't…!"

Izuku was already running down the block with his heart pounding in his ears.

 _"I can teach you to be Spider-Man."_

Those words kept repeating in his head, and while it filled Izuku with joy a pang of guilt shot through him.

He had just left Peter, a man who was lost in a strange world, completely alone.

Just what could he be feeling right now?

What could he be thinking because Izuku hadn't said yes at that moment?

* * *

"Kid's smarter than I was at his age."

Peter stared at the ceiling in his web hammock. The building he had chosen was abandoned. From what he could tell construction had started but had then stopped when it was halfway done. No doubt due to the workers and building owners getting into a fight over something.

"I mean, when I first got my powers I just ran to cash them in like an idiot. He's being cautious, and is handling all this well," Peter couldn't help but smile to himself. "Haven't even met him for more than two hours and I can already tell he's got potential. A hell of a lot of potential and… and…"

Peter pinched the bridge of his nose. "Damn it…"

What the hell was he doing? He was stuck in some world with no way to contact those Web Warriors (which sounded corny as hell) for a ride back and Mysterio was still out there dicking around with his portal… and Peter didn't even know where to begin to look for its opening on this side! For all he knew, Quentin had irreversibly busted it when he shot it and now Peter was stuck here permanently!

Away from his apartment, away from New York, away from his friends…

Away from MJ…

...And dear god, what about Mayday? She'll be wondering where the hell her dad went. The dad who always visited but never let her get too close. The dad who joked and played with her but never spent as much time with her as he should.

What if she thought he had just left her? Abandoned her?

MJ would probably think he died…

"Shit… no, don't think like that…" Peter ignored the tears leaking from the corners of his eyes and wiped them away. "Can't afford to do that. Not now…"

God, was he just using this kid? Using him just to take his mind off the horrible situation he now found himself in?

...No, that wasn't it.

Peter made a lot of mistakes in his life.

The last thing he would ever want was to sit by while another kid made the same ones and…

Peter's Spider-Sense went off and he pulled on his mask. He jumped out of the hammock just as something pierced his right ankle. "Gah!" Peter shouted, the nerves in his foot now on fire while he hopped on his good one. "What the…"

Peter peered into the darkness and was barely able to make out the form of a woman. One that was wearing a ridiculously long coat, boots, and gloves in purple and black. And as they adjusted more, Peter saw that his attacker had a familiar mask.

"They have their own Prowler here?"

The Prowler glared at Peter while aiming her right arm at him, a small cylinder peeking out of the top of her wrist.

"Ah, crap…" Peter groaned as he jumped to avoid another projectile, only for this one to explode into a cloud of gas that obscured Peter's vision.

Looks like this was going to be one of those nights...

* * *

 **To Be Continued...**

* * *

 **Note:** **Hey everyone! Surprise new chapter freshly edited by my beta repuzzan! I cannot thank him enough for his additions and pointing out my grammar mistakes that helped make this possible!**

 **One of the things I set out was to NOT make this a Spider-Man we could pin down to a specific continuity, but rather one that echoes them all. A bit from the films, the comics, and even the video games while having them in the mold of the Hobo Peter from the Into the Spider-Verse movie. This frees me up in terms of my interpretation of Peter without being hampered by the downright _weird_ continuity of the comics or the differing film versions' personalities. As for the divorce... well that's kind of the thing I always saw as possible with how on-and-off Peter and MJ were in the Raimi movies. MJ keeps getting kidnapped and she has to wonder whether Peter will return home when he goes off to be Hero. I also knew that she wouldn't blame Peter for the choice he made regarding his life, so I wanted the divorce to be amicable and be so that while they still care for one another they also know they cannot be together again. No deals with the devil or having a psychic affair here, just the depressing reality that sometimes two mature adults realize their relationship isn't working and so they get divorced.**

 **As for Mayday... well I've always been a fan of the MC2 comics when I was younger and thought this was a nice way to slip her in while also making the family dynamic different.**

 **Anyways, hope you all liked the chapter especially how I characterized Izuku and Peter.**

 **Believe it or not, this fic has already gotten a TV Tropes page! Be sure to check it out!**

 **Be sure to tell me what you think in a review!**


	3. Issue 3 - If This Be My Destiny!

This wasn't Peter's first ambush, and a tired part of his brain admitted that it probably wouldn't be the last.

But they were always a pain.

Peter crouched low to the ground, his hands and feet spread apart as he narrowed his eyes. His vision was a lot clearer on the ground. He could see the pieces of debris and plaster from the work done on the building before he took up residence as well as a few coins, candy wrappers, and what he prayed was a deflated balloon.

But there were no green and purple boots.

 _"Damn. This chick is quick."_ Hobie was no slouch either, but whoever this person was they had him beat on how quickly they could hoof it. He winced as the pain in his right ankle flared up and he felt something wet run down his foot. _"Not the best odds, but I've been in..."_

Peter's Spider-Sense flared up and he rolled forward to keeping something slamming into where his back once was. He turned his head to see the smoke had cleared up enough for him to see this new, probably Japanese, Prowler, with her left foot down and the ground cracked underneath it. The likely result of an axe-kick that was meant to split him in two.

 _"But why wasn't I able to see her feet!?"_ Peter shook his head and decided to do what he did best. "Hey! Look, I know that you're upset I haven't gotten your coat..." Peter jumped to the ceiling before launching himself at the Prowler. "...but I just moved here!"

Prowler threw a straight punch at him, but he grabbed her outstretched hand and twisted his body as he went over her head, dragging her with him and lifting his would-be assassin off her feet. "I mean, you can't expect me to be ready for unexpec-WOAH!"

Rather than just letting her get thrown, the woman instead used her free hand to grab the back of his suit. Peter heard the familiar sound of 'FWOOSH' in the air.

 _"Ah, shit. She has rocket boots."_

Peter fell face-first onto the ground... and it hurt. It hurt so much that he let go of Prowler's arm and planted his hands and feet on the ground before doing a push-up. Launching himself into the air, he allowed himself to be pushed by the Prowler just a bit before aiming a web-line at a support beam. With a tug, he changed his momentum and feed himself from Prowler's grasp.

Swinging completely around the support beam, Peter raised his right foot. "Okay, I gotta admit that was pretty cool! But let me tell you..."

Peter momentarily saw Prowler turning around. Indeed, small flames were coming from the bottoms of her boots as she hovered just five feet from the ground. He kicked the woman in the abdomen, using all his momentum to hit her hard.

What he said was, "...the Spidey Express is the only way to travel for me."

What he was thinking was, _"OwowowowowowOWOWOWOW!"_

The Prowler gasped before she was flung through an incomplete wall, plaster and drywall raining down around her.

Peter hissed as he landed on the ground with his left foot this time, hopping a little as he held his now bleeding right ankle. "Oooh, that smarts!" He looked at the Prowler and began walking over, limping while making sure to put more pressure on his left foot. "Prowl... can I call you Prowl? I have to say, you are being an ungrateful guest..."

Peter shot a web with his right hand to an unfinished light that was on the ceiling before he got within ten feet of the Prowler. "...and my friend would like to see you regarding stealing his look!"

Peter knew a villain playing dead when he saw one.

And he was right. The Prowler instantly got onto her feet and jumped up, the tips of her gloves glowing green as they elongated and sharpened. She tore through the light, the wiring, and pieces of the wall like paper.

He didn't expect her to twist her body and extend her legs so that the tips of her feet touched the ceiling.

And Peter certainly didn't expect her to stay on that ceiling and start running towards him.

"Okay, now I think I'm also gonna sue you! That's copyright infringement!" Peter shot his webs at her but the Prowler kept weaving so that he wouldn't snag her. He couldn't help but notice that her body was lightly glowing with a light purple energy and that her coat or any part of her attire was sagging down, complying with the basic rules of gravity.

 _"It's like they are following her own personal... Oh, that explains it."_

The Prowler snatched something from her belt and swung. The little handle she had strapped onto her belt now had a long metal tube extending from it. It whistled in the air as it made a beeline for the right side of Peter's head. Peter raised his right arm quickly, tightening his muscles as the 'sword' made contact. He grunted as the thing surprisingly hurt.

 _"And this chick has super-strength and personal gravity manipulation!? What the hell is with the mutants of this place?"_

Peter's Spider-Sense went off but it was too late.

Peter's body clenched as he felt the familiar sensation of being shocked by electricity. Countless run-ins with Electro, electric batons, and the occasional Taser made Peter an expert in the feeling that few could relate to unless you were a superhero.

Peter clenched his teeth as he leapt away, avoiding another strike from Prowler. The 'sword' was now crackling with electricity and the familiar scent of burning ozone filled the air. "T-That's s-so not fair!" Despite his shakiness, Peter raised his right hand to launch a web at Prowler who predictably jumped and twisted her body so she could be on the floor again.

"B-but then again, I'm not a fan of rules either!" Peter steadied his arm and launched a web from his left hand. Prowler dodged to the left, easily avoiding the telegraphed move.

However, Peter wasn't aiming for her.

Peter's web snagged a bag of cement and he pulled back. The heavy bag slammed against Prowler's back. The woman gasped in shock and pain but Peter didn't let up. He launched more webs at her, her arms being bound to each other while her feet were webbed to the ground. She struggled but Peter kept applying more webbing to her body.

"There! Nice and snug! Now..." Peter lowered his arms when he saw Prowler was struggling futility, her entire body save for her head now covered in a couple layers of webbing. The sword was no longer glowing, which meant Prowler had the good sense to disable that feature when she realized what was happening. "You be a good girl and..." Peter winced as the pain of his ankle flared up again. He needed to clean and wrap that up as soon as possible. "...uncle Spidey will read you a bedtime story before the cops kiss ya goodnight..."

"DAMARE!" The Prowler shouted and Peter heard the familiar sound of something tearing and being cut.

"Come on Prowly." Peter groaned as he scratched the back of his head. "I know you can't understand me, but ya gotta know that it's going to take you a while to cut through all tha-!"

Peter was silenced when he heard something click and green smoke began to billow out of the cocoon. Slowly but surely, the webbing seemed to melt and fall off as Prowler struggled out of her bindings.

 _"How..."_ Peter saw that her right hand was still gripping the sword, but the left's index finger was outstretched and touching a little button on her gauntlet, which was making the green smoke come from both gauntlets.

Peter had only one thing to say to that.

"Oh, that's _so_ not fair."

Peter bit his lip and turned tail before running to the tarps covering the windows. "Sorry Prowly! But I gotta cut our date a little short!" Peter dodged the volleys of projectiles and what he was pretty sure were a variety of colorful Japanese curses whizzing around him. The pain in his right foot flared as he got closer to the window, but he didn't dare show it.

"This sucks because I've been trying so hard to get back into the dating scene!" Peter jumped forward and tore through the tarp, people beneath him shouting in fright as he fell down but he launched a web and began swinging above them.

Continuing the fight in the building was not ideal for Peter. While it was more open than most, it was still an enclosed place and Peter had been shot with something in the ankle. It was just smarter to get out before he hurt himself more.

 _"Plus she seems to only be after me. So I can just focus on putting some distance between us and bandaging this thing up without her hurting anyone else."_

Well, he could use his webbing as a temporary bandage... but Peter would have to worry about things getting stuck on it or, god forbid, the thing tearing off and taking more skin with it.

Plus if it melted and the wound had not fully stopped bleeding, Peter would have a whole other mess to deal with.

As Peter swung, his thoughts went to the Prowler... the new one.

 _"I think I remember Hobie complaining once that one of his old hideaways had been stripped clean... was this where they had gone? And that gas..."_

A lot of Peter's enemies had figured out ways to escape his webbing. To melt it, cut through it, or escape it through sheer brute strength.

But that gas brought back memories of another green gas-using supervillain.

 _"She is probably one of Quentin's customers."_ Peter's eyes narrowed. _"Does that mean he's...?"_

Peter's thoughts were interrupted by screams and he twisted his body around to see what was happening. He watched as a motorcycle without a driver roared down the road and jumped onto the roof of a truck. It was a Japanese bike, sleek and built for speed. Its chassis was painted purple with neon-green rims. The Prowler jumped out of the window that Peter had left through. She spread her arms out, as if to soak in the feeling of flying, and fell down.

 _"What the hell is she...!?"_

She got closer and closer to the truck but wasn't close enough. Civilians on the road screamed in horror as the Prowler was surely about to become sidewalk pizza.

Instead, Prowler's rocket boots ignited at the last moment and she flew up and over the truck before cutting them off. She cartwheeled twice before lifting her left leg and letting her body crash onto the motorcycle seat. The machine lurched to the left and was about to tip over, but she brought her foot down and balanced the machine. Peter could practically see the Prowler glaring at him as she revved up the motorcycle twice.

"Ah, crap..." Peter moaned as he turned around to focus on swinging and not slamming into anything or anyone. He made glances behind him, seeing the Prowler drive off the truck, land onto the top of a car, and hitting the road with her engine roaring into the nightlife. People shrieked as she shot forward like a bullet, her attention honed solely on Peter.

Not even two days in and he was already dealing with a villain who wanted him dead.

Such was the life of Spider-Man.

* * *

Once again, Izuku was walking home feeling like shit.

It wasn't anything new. A dressing down from Bakugou, the giggles during P.E, and his teacher giving him a look during their private meanings when asking if U.A is really the school he wants to apply for. That look which was a cross between the inward question _"Is this kid for real?"_ and the unspoken one to Izuku.

The look that screamed, _"You can't be this delusional, Izuku. You know this is impossible. What are you even trying to prove?"_

Izuku had been trying to prove to himself that he could be a hero. That if he could just wish hard enough, dream hard enough, and believe hard enough he could become a Hero.

A Hero like All Might.

One that could put a smile on people's faces and tell them that everything would be alright.

"Damn it…" Izuku looked at his phone as he slowly walked through the bustling night streets. His mom sent him a barrage of texts, each asking a variation of 'where are you?', 'please call me?', and 'are you heading home?'. A voicemail she had left had her asking why the school had called her about him running out. Her voice was full of worry which made Izuku feel especially horrible. _"All I do is cause trouble for others."_

 _"You should probably give up, already."_

Izuku grimaced as the words his childhood doctor said to him echoed in his head for the umpteenth time. He had chosen to walk home rather than take the train to sort things out, but all it did was dredge up especially bad memories and feelings. _"And everyone knew it. Knew that if I tried to be a Hero I would just hinder others…"_

 _"I'm sorry Izuku… I wish things could be different...!"_

Izuku stopped in the middle of the sidewalk and ignored the people shuffling around him and grumbling about him being in their way.

For years he had wanted to be a Hero. Even if he knew on some level he couldn't be like All Might, he still wanted to be a Hero.

He wanted to be All Might.

 _"And it didn't matter what Kacchan, the doctor, my classmates… or even Mom felt."_ Izuku bit his lip and put his phone into his pocket. He clenched his fists as he held his head down.

 _"I can teach you to be Spider-Man."_

 _"And when I got the opportunity, I just… I just…!"_

Izuku had gotten it all. His prayers had been answered and he had been given powers like the old comic book Heroes of fiction. Great gifts with a legendary Hero ready and willing to teach him.

Thousands of people would kill to be in his position. Yet, he backed down. Because he was afraid. Afraid that he would just waste Peter's time, that he wasn't ready to be trained as a Hero like Spider-Man even though this entire situation was a dream come true.

 _"So stop muttering or shouting that bullshit. You're distracting an elite like me from getting what I deserve."_

Was that it? Was Izuku really just a distraction?

 _"Distracting those who need to use their powers from more important things and too cowardly to actually grasp the dream I've been yearning for…"_

That thought just made Izuku want to curl up into a ball and cry.

The idea that he really couldn't be a Hero, powers or no powers.

Peter Parker's life was infinitely harder than his. Peter had to work for his fame and respect and yet his heroism was rewarded with a divorce, poverty, and now homelessness.

Yet he still tried to do the right thing when the going got tough while all Izuku did was mope or run away.

He wasn't crippled with indecision.

Spider-Man did the right thing regardless of how it could affect him.

And if that was the truth, then Izuku could never be Spider-Man.

"Damn it…!"

Izuku's thoughts were interrupted when he heard something crash in the distance. He turned and looked to see everyone else turning back. Sirens echoed through the air as the police cars began navigating through traffic.

"What's going on…?" Izuku asked himself and he was answered by the murmurs of the crowd.

"Hey, where are the cops rushing to?"

"I think I heard there's a big accident…"

"No! I think it's a Villain! My cousin just called and told me!"

"Some Villain is chasing a homeless guy dressed as Spider-Man and causing tons of damage!"

Izuku's stomach did a flip as a plume of smoke rose into the nighttime air. "No way…!"

He knew that the smoke was originating just a couple of blocks from where he and Peter ate.

Izuku felt the ground shake and glanced around to find the source. He saw the top of the head of a blond-haired woman with purple horns behind a couple of buildings a block away. They were bobbing as she got closer to the origin of the smoke.

 _"T-That's Mount Lady…"_ She was the new rookie Pro Hero making waves. She had just made her debut a couple of days ago and had gained huge amounts of popularity thanks to her form-fitting costume and gigantism Quirk.

If she was getting involved, the Villain chasing Peter must be incredibly tough!

"Oh, was that Mount Lady!?" someone to his right asked. "Man, I can't wait to see her in action!"

"Whoever the Villain is must be a big deal! My thread's already saying Kamui Woods and Death Arms are heading over there too!" said another. His cloud head's edges curled up to form the closest thing to a smile that his head could allow. "Dude, this is going to be epic! We've gotta make it there quick before the fight ends!"

"Hope they rescue that poor, delusional homeless guy."

"Heard he's holding his own, but…"

Izuku didn't hear the rest. He was already running down the block heading to the scene, pushing past people and panting as he got further away from home.

 _"Peter…!"_

* * *

"Alright, hold still young lady…" Peter began as he swung. When he reached the end of an arc, he let go and spun around to launch several webs towards Prowler. She veered to the right, letting one hit the asphalt and the following one covered r the windshield of a cab. The driver poked his head out the window and shouted something at Peter who turned back around to focus on swinging. "...because I _will_ turn this car around!" Peter bit his lip in frustration. "Sooner or later at least."

He was not losing this woman. She certainly earned her motorcycle license if she had one and probably made a killing on the side with illegal street races. The Prowler was weaving through traffic like a professional while avoiding his shots.

 _"I need to end this fast, otherwise someone will get hurt!"_

And it won't be just him.

What if the Prowler caused an accident? They were lucky so far since the drivers of Japan were apparently used to superhero battles, stopping as soon as the two could be seen on the street. But how long would that last?

 _"Can't take any chances!"_

While his left hand gripped the web he was swinging from, he shot a line with his right and gripped a recycling can. With a tug aided by his momentum, the can dislodged from the street and Peter threw it at Prowler.

The Prowler merely grabbed her sword handle with her right hand and batted it ahead of her. It crashed on the top of car and Prowler turned to her right while sheathing the sword on her belt. Now she was on the sidewalk, people screaming as they got out of the way while the bike wobbled and the front wheel swayed violently from side to side.

 _"Good, she's going to total it!"_ Peter launched a web the edge of the building to the right corner and began pulling to launch himself. _"Need to turn around so I can stop the bike parts from flying into people!"_

Peter was going to say something clever about bike insurance but the words died in his throat.

Rather than crashing through a window or falling to the ground, Prowler merely leaned to the right and jumped off her bike. She twisted her body as the right side of her bike skidded on the cement. Sparks flew as the chassis ground against the asphalt beneath it. Her hands still gripped the handles while her feet touched the nearby storefront.

She kept running, ignoring the sounds of the window panes cracking underneath her boots as her body began to glow purple. Her bike glowed the same color and began lifting off the ground to "fall" towards her. Prowler leaned away from her bike, making it turn so that its right side nearly sandwiched her against the wall. Before the bike could crush her body, her boots flared and she was flung back to the left. With one more twist, she was now sitting on the bike and the tips of her shoes touched solid ground again.

The purple glow ceased, both vehicle and driver bouncing on the sidewalk as if they had merely hopped off the ground instead of pulling off a stunt that would've made Ghost Rider burn green with envy.

Said stunt only took five seconds.

"Okay, that was pretty cool," Peter admitted while sticking his left foot out in preparation for a kick. "But maybe you should rethink your life choices when you're off in dreamland!"

Prowler raised her left hand, claws out, and swiped at him. However, Peter launched a line to a lamppost to the left corner behind him and pulled back. He could almost hear the metal bend before Peter was jerked out of the Prowler's range. "Well, that didn't work!" Peter flung himself off the lamppost and began swinging again. The blaring sirens of the incoming police cars penetrated the soundscape below, but none of them could drown out the roar of that 400 horsepower motorcycle. "And she's still following me! Great!" Peter turned…

...and saw something completely insane.

Prowler was now standing on her bike, her right foot on the seat and her left foot between the handlebars. Her arms were outstretched on either side of her, soaking in the wind, the honks of horns on the street, and the screams of civilians.

She then aimed her right gauntlet towards him and steadied it with her left hand. Peter soon heard the very unpleasant sound of his web line snapping.

"CRAP!" Peter began firing a line from his right hand but the nozzle was only sputtering out a few strands of webbing. _"Well, I guess I deserve that for not checking if the tank was full before I left."_ Peter cursed himself as he glanced at his fluid levels. His right web shooter was completely empty while his left was only half-full.

But before he could shoot a line from his left hand, Peter heard a metallic clang as he slammed into something hard. He groaned and slid backward, placing his hands and feet on the box truck's cargo.

 _"I think I threw something in my back!"_

Peter grimaced as he felt something tug painfully on his back. Rolling to his front, Peter looked forward to see that truck zoom past a yellow light. This was a driver who was running late and didn't care for any traffic light other than red.

Or a fight had broken out on his street and every car other than him had stopped.

Peter looked to the right of the car and saw that the Prowler was now driving beside the truck, specifically next to the back right wheel. The glowing green claws of her left glove were practically singing as the night air rushed over them.

Peter didn't need any louder of a warning.

Peter leapt to the front of the truck, noticing a shocked raccoon-headed person wearing a grinning cap with large blond eyebrows. "Hey buddy! Sorry! We're making an emergency stop!" Peter crawled to the right door and ripped it off. He flung at the Prowler, who swerved to the right to avoid it. The door was caught by what appeared to be… a guy who seemed to have tree branches for hands and tree bark for a mask.

Peter tore out the driver's safety belt and grabbed him. "Hang on!" Peter flung the driver away, shooting a web to create a 'bed' in between the nearest lamppost and building for the guy.

The Prowler swiped her claws on the wheel and slammed on the brakes. The truck swerved to the left and Peter put his feet between the door edge and the cargo box. _"Please work! Please work!"_

Peter fired two lines to the right with his left hand which hit a nearby building, his right hand shooting out to grab them instantly. He fired two more to the left and pulled with all his might as the truck swerved left and began to flip over.

"COME ONNNN!" Peter shouted, an attempt to motivate himself which probably did nothing to change the outcome. "COME ON BESSIE!" The truck teetered over, and Peter's back and right foot screamed in protest. Peter's right foot slipped a bit as blood dripped onto the metal but he held on. Peter's bones and arm muscles creaked and groaned, but Peter pulled harder to make them shut up. He heard the strands begin to snap.

 _"Come on you heavy bastard, stop being melodramatic and get back onto your wheels!"_

After an agonizing few seconds, the truck tipped back onto its wheels. Peter breathed a sigh of relief as he let go of his web lines before crawling to the top edge of the truck.

Civilians were clustered at the edge of the street by the crosswalk, held back by a guy wearing a fireman's jacket and hardhat. His arms outstretched and lines of water forming the image of hazard signs at evenly spaced points. The cops were also parking behind the civilians and running to the scene. The guy with the wood mask was getting civilians out of cars that had crashed in the ensuing chaos.

Meanwhile, a beefy-looking guy with a white mask that had four holes on the front and revolver chambers on his wrists was trying to get the raccoon guy out of the web Peter put him in. Two more colorful characters were running to him. A guy who looked like he had protein for every meal with giant metal wrist gauntlets that were striped yellow and black, and what appeared to be Hank Pym's distant Japanese cousin wearing a skintight cream, purple, and orange one-piece costume.

 _"Well, at least the cavalry has arrived."_

His relief died the moment he dared to look down.

The Prowler's bike had been parked right in front of the wreck.

Peter's Spider-Sense tingled but what happened next still shocked him.

The Prowler slipped out from the other side of the wrecked truck, crashing her feet right into Peter's face.

Peter felt a hundred or so pounds of body weight slam into him face-first. His teeth rattled and his nose broke almost instantly as he and his 'rider' were sent tumbling to the ground.

Peter _wanted_ to say, "Sorry honey, but I ain't into that kind of thing!"

But all he could manage was "Sry hrny!"

He grabbed her by the ankles and tugged them away from his body, but his arms shook from the strain.

Obviously, the endeavor took longer than Peter was used to because he hit the street shoulder-first.

On the bright side, Peter couldn't feel the pain in his foot or back.

Mostly because the pain in his left shoulder blade hurt so much worse.

Peter grimaced as he raised his right foot and kicked the Prowler in the back. Bad idea since the pain of bending his back and hitting a solid object made both parts of his body hurt enough to match his shoulder blade. He groaned as he rolled onto his belly, only to be met with a green and purple boot to the face.

Peter stumbled onto his feet and before he could say something else the left side of his jaw was met with a solid right hook.

 _"Damn it! Come on Pete! This is Tuesday night for you!"_ Peter raised his fists in anticipation of the left blow but rather than seeing one Prowler he saw three. _"Seeing triple? That's not good…"_

Not good indeed. The Prowler was now getting her collapsible sword-thing from her belt and swung at him. He tried to grab it before it struck the back of his knees, but his vision had failed him yet again. It hit the back of his ankles and Peter found himself falling on his back.

Now there were black spots in his eyes. He noticed one that kind of looked like a bunny and mumbled out, "Hi again, Larry…"

He had been in positions like this so many times that Peter decided to name the spots that looked like animals years ago.

The Prowler twirled her sword and the tip was now aiming to Peter's head. Both of Prowler's hands were on the handle like a knight of old. She raised her arms as if she were about to sheath the sword in the stone with Peter desperately reaching out to stop her with arms that felt like wet noodles…

But the truck was picked up by the giant lady, who had a grin plastered across her face. She was saying something while her left hand was on the ground to steady herself. The beefy guy pounced on the Prowler, throwing a punch over Peter's body while she leapt over his Peter's prone form. She activated her rocket boots, propelling herself to the giant lady and landing on her left arm. Prowler glowed purple again as she ran up the now visibly shocked giant lady's arm.

"Oh, this isn't good…" Peter groaned out as he got to his feet.

And things were going to get a whole lot worse.

* * *

The day started off so well for Yu Takeyama, better known as Mount Lady to the general public.

There had been no accidents today, no collateral damage in the few battles she participated in while in her giant form. For the most part, Yu had just been going from photoshoot to interview, earning her pay and shrinking the debts her office had accumulated since her debut bit by bit. The only real bad part of the day was that some creep kept staring at her feet.

God, there were all kinds in this world.

But just before she could head home, take a nice bath, and watch Teleporting Party Crasher in a ratty t-shirt and panties, her office got a call. Something about a fairly big shot Villain whose description matched the Prowler chasing a homeless man and shooting through traffic like a madman.

While Yu was more than pissed off that her date with bad TV and pizza was being interrupted, she knew an opportunity when she saw one. Prowler had been a fairly well-known Villain a few years ago, only seen through security footage stealing or beating an unlucky security guard to death. Her skills and gadgetry let her evade All Might the few times he was at the scene.

If Yu managed to be the one to lay the final blow on Prowler, turned up the sweetness for apologies, promised a few IOUs, and passed it off like it's no big deal, Mount Lady would be the talk of the country!

Let it not be said that Yu was naive to what it meant to be a Hero.

She had known for years that being a Pro Hero was tough work. You don't pay your bills by lounging around when you're needed (though Yu would prefer to be doing just that). However, she worked long and hard to put herself out there. To be in the limelight ever since her debut and get on every magazine cover she could be they reputable or kind of creepy. To save the day with a small smile that Yu perfected in the mirror and a demure personality to show the cameras. She'd shake her ass just a bit to get attention if need be. Yu sometimes had to do degrading things to get where she was and meet ends meet, lest she' become just a one-hit wonder and let the bills start piling up again.

Yu also knew that oftentimes Heroes had to fight.

Now Yu was a pretty good fighter when she was at her normal size. She had kept up with the training classes and made a point to go to a self-defense course on the weekends. But when Yu grew to her full 2062 centimeters it severely limited what she could do. Sure she can kick and punch, but she couldn't do anything fancy or she'd total several buildings and destroy her hands or feet. This meant more paperwork and more bills to pay on top of the costs of fixing her wrecked costume.

However, Yu also knew that the fighting tended to end when small-time villains met the foot or palm of a giant woman.

Sure, some would cause trouble and some could even fight toe-to-toe with her like that idiot who also had a gigantism Quirk, deciding in his _infinite_ wisdom to use it to try and rob a store. But she was more experienced. Yu knew how to use her Quirk and work around some of its limitations to save the say while looking sexy and cool.

So it surprised her when the Prowler had decided to jump on her arm and run up it.

"What the hell!?" Yu quickly dropped the truck and rose to her feet. The wind alone and the shift from one height to another should be enough to disorient most people, but the Prowler obviously wasn't most people. "Get off!" She screamed as she raised her right hand and slammed it on her elbow where the Villain just was. But the Prowler instead jumped forward, missing the hand by a few feet. Yu didn't like where this was going, and as such quickly ran her hand up her arm, intending to grab the villain as soon as she felt the Villain made contact with the side of her fingers.

Instead, her hand slammed on the crook of her neck and Yu cried out when she felt something walk on the back of her neck. "What do you think you're doi-!?"

"Shut up."

Yu felt something bite into the side of her neck, akin to a bug bite. Yet the stinging afterwards told her it was something worse.

"Mount Lady!" Death Arms shouted in alarm, running to her. "Damn it! Kamui Woods! We need your help!"

"A bit busy!" Kamui Woods shouted from the distance, the Hero she stole the spotlight from a few days earlier. God, she wished he could come here and do the same now. She wouldn't complain.

Still, it wasn't like she was going to just sit around and wait to be saved! "I don't know who you are…" Yu began, reaching up with her right hand. "...but I hope you're ready to become a smear a few blocks back!"

Yu's hand clenched into a fist and shot to the area of her neck that she felt the sting. She needed to put more effort in this if she wanted to make sure that Prowler didn't have time to get away. Yu would normally just try to grab the Villain, but grasping with her hand might take a second she doesn't have. It might be enough for Prowler to tear a hole in her neck and...

"There's a bomb now attached to your neck."

Yu stopped. Her eyes widening in shock. "W-Wha…?"

"There's enough to take a chunk of your neck out, spoil that 'sexy' image," Prowler growled. "Tell them to back off. I will detonate it if they take another step."

"Scum!" Death Arms shouted, his leg muscles clenching as he prepared to jump. "Get away from…!"

"STOP!" Yu shouted in fear, causing nearly everyone to pause save for the wannabe Spider-Man-themed Vigilante getting onto his feet. Yu's throat went dry as she began explaining herself. "S-She has a… a…"

"A bomb!" Prowler finished with a yell, and Yu glanced to her right and saw her terrified and sweat-drenched face in a nearby window. She looked horrible and the civilians who were watching at the other end of the street probably thought so as well. She also saw Prowler on her right shoulder now holding something in her hand, her thumb pressed down on the top. "Big enough to punch a hole through Mount Bitch's throat. If any of you Heroes try to stop me or disarm it, I'll let go of the trigger and she dies!" The Prowler's eyes narrowed. "I wonder… will she shrink down before she bleeds out or will she stay the same? Will she tumble forward or fall back? Do any of you shitheads wanna take that chance!?"

"You scum…!" Death Arms snarled, but he didn't move any closer.

Prowler saw this as her cue and leapt off Yu's shoulder. She activated her rocket boots and flew to the street, doing a somersault so her feet were now on the asphalt as the flames went out. She raced past the Heroes towards the Vigilante.

"Shit, we need Hacks." Death Arms turned towards Kamui Woods who was standing next to her right foot and looking towards her. His eyes were widened with worry and anger. "Where's the Tech Hero!? We need him here five minutes ago!"

Kamui Woods grimaced, "According to the cops he's on the other side of town! He won't make it in time!"

"What do we do?" Yu asked in a quiet voice. She was using every ounce of self-control to remain perfectly still. To make sure her knees didn't buckle, because if she were to collapse right now that would be it. If she made any movement, Prowler would detonate the bomb on her neck and she would die.

Yu could now see it in her reflection. It was a black cylinder with a blinking purple light. It was so small it could have very well just been an enlarged birthmark on her neck. But no, the blood that dribbling down indicated both its artificial nature and that ripping it out might not be the best idea.

While she was too far away to crush the civilians if she fell over, the rubble from the buildings her giant body crashed through could severely injure or kill several people. Even if she was dying, she'd would never forgive herself if she let that happen.

Death Arms grimaced before looking away. "We don't have a choice. Focus on crowd control. We have to pray that guy can hold out for just a few more minutes…"

But those words rang hollow. The Spider-Man copycat was spun a web with his left hand as the Prowler raced towards him. She took the shinai from her belt and extended it, jabbing the tip into his back and knocking him down. The guy kicked back with both of his feet, but the Prowler batted them to the side before kicking the homeless guy in the face with her right foot.

 _"Oh god… she's going to beat him to death right in front of us…"_ Yu's felt herself hyperventilate and sweat even more as the horror show unfolded continued.

Maybe she did come here to get the spotlight, but Yu was nothing if not a professional. She came here to get this guy out and minimize his injuries. Yu should've been instrumental in putting away a dangerous Villain and giving the Vigilante a piece of her mind as to why his chosen path only caused trouble in front of the cameras.

Now she was being used as a hostage while this poor man was about to be killed.

And she couldn't do a damn thing about it.

None of them could.

Yu began to pray to the one person that could possibly help in this hopeless situation.

 _"All Might… please… help us!"_

* * *

It didn't take long for Izuku to find where the fight was happening.

Whenever a Villain appeared and a Hero was fighting them, two things helped to direct anybody who was interested to the spectacle. The first was the streets of gridlocked traffic filled with angry drivers who were complaining loudly to their passengers, over the phone, or to themselves. That and a bored policeman trying and failing to direct them to an alternative route. Izuku had heard rumors that a majority of new Villains were actually people driven insane from being stuck in traffic one too many times, but that was probably a myth.

The second was the large crowd gathered behind a police barricade where the fight was happening. While most people are used to Hero and Villain fights, there were always people who would take time out of their day to watch the spectacle.

Izuku was always one of them because he marveled at what the Heroes could do and took notes of their Quirks.

But he wasn't pushing himself through a crowd to get a front-row seat to an amazing show this time.

He was pushing through because he needed to confirm or dismiss his worst fears.

 _"Please… Please don't be here!"_ Izuku pleaded to himself but he knew it was in vain. Too many people were muttering about a homeless guy dressed as Spider-Man for it to be a coincidence. _"Not only that, but if the Heroes help Peter stop the Villain…"_

The Heroes would arrest Peter for acting as a Vigilante and for all the collateral damage he caused. Izuku saw glimpses of it as he raced towards the fight. Broken shop windows, crashed cars, webbing attached to buildings and lampposts as they fluttered in the wind. All of it helped to paint the picture that the fight wasn't in Peter's favor.

And in spite of all that, Izuku still wanted to see it. Spider-Man's heroics were always on the page or in now outdated CGI. This was his one chance to see Peter in action and see Spider-Man possibly pull through in spite of the odds.

"Excuse me! Please let me through!" Izuku shouted as he weaved through the crowd. His Spider-Sense tingled as an elbow flew towards his face, giving him plenty of time to dodge. These Spider-Powers sure were handy at times…

But when Izuku reached the front of the crowd, he noticed the water that was acting like a barrier and looked to his right to see the Hero that was causing it. "That's Backdraft! He's a rescue Hero that helps regularly with crowd control and works with firefighters to help quell blazes! Izuku's hands twitched, sorely wishing he had his journal.

But something else caught his eyes and dug into him like a knife.

In the middle of the street were several Heroes Izuku could recognize. Death Arms, Mount Lady, and Kamui Woods. Death Arms and Kamui Woods were turned towards them saying things like "Everything is under control" while Mount Lady stood perfectly still.

Izuku squinted between Mount Lady's legs and saw what was happening beyond them.

Peter was fighting the Prowler, jumping and trying to hit the Villain who matched him blow for blow. When he tried jumping over her, she turned and whacked him in the face with her shinai. Electricity danced across the blunt weapon and Peter spasmed as he hit the floor. He was obviously trying to say something but Izuku was too far away to hear a word of it. The Prowler didn't relent, hitting him across the face once again with her shinai.

"W-Why aren't they helping him!?" Izuku shouted aloud and that was one of many questions racing through his mind. Why was the Prowler here!? Why was she attacking Peter? Why was he having such a hard time fighting back?

Someone decided to answer him. "Apparently the Villain put a bomb on Mount Lady's neck." Izuku looked behind him to see a bald man with flesh-covered star-shaped protrusions on the sides of his head. He looked gravely at the scene as he continued. "They can't help him without killing her."

"Why can't they get a Hero to disarm the thing from a distance!?" Someone else in the crowd asked, sounding extremely uneasy. "That Villain's going to kill the guy!"

"Forget the Heroes! What about the police!? What good are they if they can't do something and just stand to the side while the Heroes do all the work?"

"All Might! Where's All Might!? He would stop this!"

"Wonder why a guy like is getting targeted by that psycho?"

"Maybe she just doesn't like anyone dressed as Spider-Man…"

Izuku's eyes widened as he thought back to the day the spider bit him. _"Prowler was arguing with someone… trying to find that spider…"_ he remembered Peter's story. _"And Peter's Villain was selling weapons and stuff to people on this world! C-Could it be!? Could he have told Prowler to kill Peter!?"_

But how could Prowler have found Peter? He had been keeping a low profile until…

Until…

Izuku's arms sagged, _"Until I got him a meal… People must've been posting pictures of Peter on social media. Prowler must have seen one of those posts and followed Peter to where he was staying!"_

Peter was in this mess was because he dared to offer Izuku his mentorship.

If Izuku had accepted and was helping Peter now… Peter would probably be able to hold the Prowler off.

Izuku watched as the Prowler avoided Peter's sluggish and clumsy punches and kicks, jumping over one of Peter's webs before her feet collided with his chest. Peter gasped as he fell back onto the floor while Prowler's body glowed yet again. She put away her shinai and flexed her right hand, the claws extending and glowing green.

 _"He's going to die."_ Izuku's heart pounded in his ears as the nightmare unfolded before him. _"He's going to die unless someone helps him!"_

His mind was screaming that he should stay, that if he interfered he would probably just make things worse.

His body disagreed.

Izuku ducked the water barrier and darted forward with speed he never knew he had. His eyes widened as he looked down. _"I'm... running!?"_

"What the!?" Backdraft shouted. "Guys! Stop that kid!"

 _"WHAT AM I DOING!?"_ Izuku thought in disbelief as he raced in between Mount Lady's legs, passing the Heroes who were just registering their colleagues' request.

"No! Stop!" Death Arms tried to grab him with his huge, muscled arms, but Izuku sidestepped it and kept running.

"You're putting your life and others' at risk!" Kamui Woods added, but he didn't move to stop him.

This was crazy! Insane even! What was he doing, running towards a Villain who would kill him on the spot!?

Izuku didn't want to die…

..But he couldn't simply stand to the side and let Peter die!

"GYAAAAAH!" Izuku yelled not-so-elegantly. Sweat and tears streamed down his face, his feet pounding the pavement as the Prowler just registered his charge.

"THE HELL ARE YOU DOING!?" Prowler shouted in shock and fear, aiming her right gauntlet at him while pressing a button with her left pinkie. A capsule shot out and exploded into a net. Izuku's eyes squeezed shut but he legs would not stop moving. His body shook in fear and anticipation as he waited to be tangled in a mass of ropes.

But nothing happened.

Izuku opened his eyes to see that he was perfectly fine.

 _"I-It didn't hit me?"_

He glanced down to his swinging arms and clenched fists. Pieces were changing color, gaining shades of green, purple, and blue while either extending outwards or breaking off. They returned to their normal form and color at random points while the sound of television static filled his ears.

 _"What is this?"_

Izuku looked down at his legs and saw the rest of his body was doing the same. But when a piece of newspaper blew towards Izuku's right leg, the distorted leg dispersed and went around the paper before the newspaper totally bled through. The leg returned to 'normal' and Izuku glanced back up to see the Prowler staring at him in what he assumed was shock while Peter groaned beneath her.

 _"Is this like that electricity that shocked Peter? Another new power?"_

But there wasn't time to think about that now!

Izuku felt his body stop vibrating as he drew close to Peter. The Prowler tried to grab him with her right hand, but Izuku screamed and dived underneath it. He skidded on the hard ground and grabbed Peter's left hand. However, the weight of Peter's and the Prowler's bodies killed his momentum.

"{Ow…}" Peter dazed eyes managed to focus on Izuku, "{Hey kid… what are you doing?}"

"{I-I do not understand!}" Izuku replied, his mind racing as he struggled to translate his thoughts into English. "{My legs ran on themselves! I-I'm scared Peter-san, but I couldn't stand aside while…!}"

"{While I got my ass kicked? Hey, I ain't complaining!}" Peter wheezed out.

Despite his fear and the tears streaming down his cheeks, Izuku felt a smile grow on his face. A glimmer of hope began to fill his chest as he started to tug Peter to safety.

"I told you before you goddamn idiot!" Izuku looked up to see the Prowler glaring at him and reaching out with her clawed right hand. She grabbed him by the collar of his school uniform and brought him up. "Stay out of my damn business! This doesn't concern you kid, so screw of-!"

Prowler was interrupted by a web splattering across her eyes and brow. She gasped and dropped Izuku, who winced as he felt his backside land on Peter's face. He could vaguely make out Peter shouting "{Oh, come on!}" underneath him before Peter shoved Izuku off and lifted his feet to hook around the struggling Prowler's neck. With a grunt of effort, Peter brought them down, flinging the Prowler through the air. She landed face-first on the ground. Peter shakily got to his feet as the Prowler scrambled to her own.

He glanced back at Izuku and said, "{Better stay back, kid. This might go on for a bit…}"

Izuku nodded rapidly. Whatever made him run to save Peter had left.

 _"If I interfere any more, I'll die!"_

In fact, the sheer insanity of what he just pulled was starting to sink in. He had thrown himself at a known murderer, putting his own and dozens of others at risk, to help Peter! If something went wrong he'd only have himself to blame! What the hell was he thinking!?

"You fucking son of a bitch!" Prowler screamed. She released a green gas that melted the webs, revealing white eyes narrowed with rage. "That's it! No more games! I'm going to tear out your fucking throat before that kid can get in the way again! In fact…" Prowler glanced at Izuku and lifted her left hand, "This is your last warning you brat! I will blow a new hole in Mount Lady's throat if you even think about…!"

Something in the air moved. Windows shook as something akin to a sonic boom resounded through the city. Izuku shielded his eyes by crossing his arms in front of his face as a fierce gust blew in out of nowhere. "What is going o-!"

"What kind of Hero would I be…"

Izuku's eyes widened as he heard a familiar booming voice. A voice filled with confidence and power, one that Izuku heard countless times before in videos and news reports. "No way…"

"...if I let an injured man and child risk their lives to stop the cruelty of scum like you, Prowler!?"

Izuku looked up and saw the Prowler being knocked away by a blur of motion. She bounced on the asphalt, rolling before her right clawed hand grasped on the road. The claws dug five grooves into the ground l, slowing her momentum until she came to a complete stop.

"Both of you… fear not…"

Izuku looked back to where the Prowler was standing and saw him.

The newcomer stood 220 centimeters tall. He had 255 kilograms of rippling muscles that could make bodybuilders feel inadequate. He wore a humble white t-shirt that clung to him like a second skin, beige jeans, and sneakers that seemed to be straining to contain his massive form. His hair was golden blond, slicked back save for two front bangs that stood up like v-shaped antennas.

But what stood out was his face. Sharp and chiseled, his icy blue eyes hidden in shadows and a wide, confident grin on his face.

All Might seemed to pause dramatically on purpose before belting out the catchphrase that everyone wanted to hear.

 **"FOR I AM HERE!"**

"All Might…" Izuku whispered out in wonder and awe. His idol was here in front of him, coming to his and Peter's aid in the nick of time. All Might's voice didn't contain a hint of doubt or fear as he stood in front of Prowler. The feeling that everything was going to be okay rolled off him in waves as the crowd went into a frenzy.

"It's All Might!"

"He made it!"

"Thank god…"

"It's going to be alright!"

"You hear that Pouncer! You're screwed!"

"It was Prowler, dude!"

"Get back!" Prowler shouted, standing up and backing away. Her voice and eyes now quavered, as she stood before Japan's greatest Hero. "I still have the trigger! I'll kill her! I swear to…!"

"Oh? You mean this?" Izuku looked to All Might, who was now holding a cylinder which was now covered in… duct tape? "Duct tape! Useful for all things from fixing leaky pipes…"

All Might became a blur as he chucked the tape-covered trigger into the night air like an American quarterback. It seemed to sparkle before disappearing beyond the horizon. All Might whistled as he put his right hand over his brow before finishing. "...and robbing a Villain of her bargaining chip!" He turned back to Prowler who was now staring at her empty left hand. "Now, I assume that the range of that thing is a hundred meters, tops?" All Might grinned as he continued. "Well, good luck finding it in Saga!"

The civilians, Heroes, and Izuku cheered at this. All Might had robbed Prowler of her advantage. It came as easily as breathing. The idea that All Might would save the day was a fact rather than a possibility.

 _"Thank god…"_

"{Show off…}" Peter groaned out, palming his face. Izuku shot Peter a glare.

How could he say that when All Might did something this amazing!?

Prowler was shaking, taking a step back while eyeing All Might cautiously. "I've escaped you before. I can do it again."

"Yes, in enclosed spaces." All Might motioned around them. "But now you're in the open, Prowler! There is nowhere left for you to run!"

 _ **"THAT IS ENOUGH!"**_ A new voice resounded through the air. It was distorted and full of static. Izuku's Spider-Sense would not stop ringing.

"{Get down!}" Peter shouted, tacking Izuku to the ground while All Might caught something in his right hand. Izuku's eyes caught the briefest glimpse of a miniature rocket before it exploded in a mass of fire and smoke. The smoke was a pale blue and soon filled the street, the civilians screaming as the other Heroes tried to maintain some semblance of order. "{You okay, kid?} Peter asked as he got off Izuku.

"{I-I fine!}" Izuku fearfully glanced back to where his idol stood. "{B-But what about All Might?}"

Izuku was answered when a mighty clap dispersed the smoke with a powerful shockwave, allowing Izuku to see a very much alive All Might with a torn shirt and pants.

"{Oh yeah, he's fine.}" Peter helpfully supplied. But Izuku was ignoring him.

The smoke was twisting and swirling, converging on the Prowler's position as if was being sucked there by a vacuum.

 _"But All Might's clap should've made it go away!"_

 _ **"I am tired of this."** _The mysterious voice continued as the smoke continue to gather in that one spot. _**"Tired of this narrative, tired of Heroes beating Villains through brawn alone and basking in the praise of the sheep-like masses."** _Izuku saw that the smoke was taking a humanoid figure, lean yet standing tall. **_"It is time for a new Villain to rise! A Villain who is the master of the mind and the senses! The perfect foil to the likes of your so-called 'Symbol of Peace'!"_ **The smoke then seemed to compress, tightening before shooting out and disappearing. _**"Behold All Might! Heroes of Japan!"**_

The Prowler and the smoky figure were gone. Standing in their place was a man wearing a dark purple skintight, long-sleeved shirt, dark green gloves, black leather pants, and matching boots. He also wore a dark purple belt with a buckle that consisted of a dull gold metal eye. A green brace with the same eye in the center hung around his neck. But blue flames rose into the air where his head should have been. The vaguest outline of a bald man's face could be seen within. A smug grin plastered itself across its features.

 _ **"BEHOLD MYSTERIO! THE MASTER OF ILLUSION!"**_

Izuku couldn't help but stare in a mix of horror and awe at this person who was supposed to be Mysterio. The way Peter made him sound in his story, the Villain was an old man who hit rock bottom in his search for respect. And Izuku remembered how he looked in the comics with his ridiculous fishbowl head and grandiose speeches which just hid a greedy, self-centered man.

But Mysterio didn't look funny now and his speech didn't sound corny at all.

He felt just like any other frightening Villain in Izuku's world.

"{So that's what the body was for…}" Peter grumbled to himself as he clenched his fists. "{Hey Quentin! Ghost Rider might have something to say about lifting his look!}"

 _ **"Be silent, worm!"**_ Mysterio thrust his hands forward and blue lightning shot from his fingertips. Izuku and Peter braced themselves for impact but All Might shielded them with his own body.

He grit his teeth as the energy coursed through his form for two seconds before it stopped. Smoke came from his body and the Hero grinned as he looked at the otherworldly Villain. "Is that all you've got, Villain? And you claim to be my opposite?"

 _ **"Hardly."**_ Mysterio took something from his belt and crushed it. Red smoke flowed around him and coalesced into new figures.

Izuku gaped at what he saw.

A man in green armor and a grinning metallic goblin mask, cackling madly as he flew by on a glider.

A man dressed in a dark green sweatshirt and dark black pants. Over his eyes were black welding goggles which made the small grin on his face be even more menacing. He was suspended in the air by two metal tubes that came from his back while two more were drawn back, their four pincer-like 'fingers' at the end open and revealing menacing red lights.

A giant lizard-like creature was hissing as it slinked behind Mysterio, wearing a tattered labcoat as it stared hungrily at Izuku.

A hulking brute that seemed to be made of darkness itself stepped forward next. Its chest bore a pure white spider symbol and the "mask" had angular teardrop-like 'eyes'. It's massive maw hung wide open, revealing knife-like teeth and a long pink tongue that slobbered all over the pavement.

Izuku recognized them all. They were Spider-Man's enemies, plucked right out of the comics and movies and brought to reality. There were even more behind Mysterio, their eyes filled with nothing but cruelty and sadism.

 _"Green Goblin, Doctor Octopus, Lizard, Venom, Hobgoblin, Kraven the Hunter…"_

"{Okay Quentin, that's really impressive…}" Peter shot a web from his left hand to the surface of a building by Mysterio. With a tug, Peter launched himself past All Might. "{But I don't have time for your mind games!}"

Izuku watched in awe as Peter curled into a ball when the Doctor Octopus illusion tried to stab him with its tentacles, using them instead as a springboard before firing a web into the Green Goblin's face. He grabbed the web before shouting, throwing the surprisingly solid illusion into the ground. Izuku saw the reason why the illusion was solid in a mass of twisted metal and wires.

Robots. Mysterio was mixing his illusions with robotics to make them real and convincing!

The Venom illusion growled before lunging at Peter, who was racing toward Mysterio. The Villain hadn't budged an inch from where he stood. Venom was interrupted by All Might, who gave the thing an uppercut that shattered the illusion into a thousand tiny pieces along with the robot's metal skull.

It was amazing. Peter weaved through the illusions while providing one spectacularly timed after another. Meanwhile, All Might was tearing through each and every robot as if they were made of papier-mâché. He never lost his grin of confidence and looked as though he was having the time of his life.

It was like something from a dream. Izuku still had a hard time accepting that this was real. All Might and Spider-Man fighting side-by-side in front of him to take down a Villain!

Peter threw his fist at Mysterio's chest, ignoring the head.

But Mysterio's right hand shot up, grabbing the Web-Slinger's fist and stopping it cold.

 _ **"{Impressive.}"**_ Mysterio gripped Peter's wrist before he spun and threw Peter to the ground, which buckled and cratered while Peter flopped in the air, gasping in pain. _**"{For a fool!}"**_

"{Super strength and energy expulsion? When did you get this kind of tech, Quentin…?}" Peter sputtered between coughs. Mysterio leaned down as if to whisper to him, but spoke loud enough for everyone to hear.

 _ **"{I told you before bug… Here, I am something else.}"**_ Mysterio's voice was dripping with animosity. _**"{I am going to make sure you die here. You will never see your home again, and you will die knowing that I was the one to finally beat you. Not Osborn, not Octavius, not Kraven, not Fisk or even Li. It's just going to be me… Parker.}"**_

Before Peter could say anything, All Might's fist went through Mysterio's chest. However, instead of screeching metal and fraying wires there was only smoke.

"You boast of your superiority but flee before the fight can turn in our favor?" All Might said through clenched teeth. "You are the master of nothing, Mysterio, save for cowardice! No different than any other Villain!"

 _ **"Oh, you shall see Symbol of Peace."**_ Mysterio's voice echoed as the Villains disappeared, leaving nothing but metal skeletons, wires, and computer chips. _**"Consider this a test run. After all... I had to see if his stories were true."**_

Izuku looked to All Might, whose smile had vanished. A furious scowl replaced it as his hands clenched into fists.

 _"His? Who could Mysterio be talking about?"_

 _ **"Beware All Might, for your days are numbered! So says… MYSTERIO!"**_

With that, all of the smoke disappeared, leaving Izuku alone between two roadblocks, a standing All Might, and a fallen Spider-Man.

"{Are you doing okay, friend?}" All Might asked Peter in English. Peter responded with a shaky hand that went flat and shook from side to side. All Might's hearty laughter returned.

"{No, seriously. I need a ton of painkillers and bandages.}"

All Might's laughing stopped. "{Oh, yes. Let's take care of that right away.}"

Izuku let out a sigh of relief as tears fell from his eyes.

He made it. He helped save Peter and nobody died.

He was even able to see All Might up close and in action!

 _"What a day…"_

Izuku's thoughts were interrupted when a pair of strong arms gripped him by the collar and lifted him up. Izuku now found himself face to face with the utterly livid face of Death Arms who screamed, "WHAT THE HELL WERE YOU THINKING!?"

 _"Oh right. That."_

* * *

 _Well, to say that the Heroes were grateful for my quick thinking and decisive action would be the farthest thing from the truth._

 _I got chewed out by the police and all the Heroes besides All Might for not only putting my own life in danger, but Mount Lady's and the other civilians. I could see their point, and I understand their anger… but I think that if my feet didn't act on their own Peter might have been…_

 _...Okay, maybe not dead. Peter told me he's been in worse situations before. But still! He could've been seriously hurt!_

 _Still, after staying silent and taking it for a good hour I got some compliments from Kamui Woods and Backdraft for my Quirk. A phasing Quirk coupled with my wall-crawling Quirk would make me extremely useful for rescue operations. So when I graduated from Hero School, I should give them a call for an internship._

 _It was nice… being complimented and all. But in the back of my head, I knew they would've dismissed me as a reckless idiot and forgot about me if I was Quirkless._

 _They would have probably been even more impressed with Kacchan if he were there…_

 _Peter was placed in an ambulance with people muttering about how their tax dollars now had to pay for a homeless Vigilante's recovery. He told me to just wait for him before the doors shut. I couldn't help but worry… what if he tried explaining himself to the cops and they threw him into a mental asylum while he was drugged out from all the operations and stuff in the hospital?_

 _All Might was busy with interviews and autographs, so I took it as a sign to get home before Mom called the police to search for me._

 _There's no way I could've expected what happened next…_

* * *

"I AM HERE!"

Izuku screamed as All Might slid into the middle of the street in front of him. He had changed into a white polo shirt that hugged his body as tightly as his last shirt.

"Crossing the street like a normal person!" All Might finished with a chuckle before he stood up in front of Izuku, grinning with his hands on his hips. "Hello, young man! Fancy meeting you here!" He capped off the declaration with a tiny salute.

Izuku tried hard to keep his knees from buckling. "A-All Might!" This was the first time he was speaking to All Might! He needed to say something! Something that would encapsulate all his feelings about the Hero! Anything!

"I love you!"

Anything but _that_!

All Might wasn't even phased by Izuku's slip and simply laughed at his reddening face. "Don't worry! I get that a lot!"

"I-I'm sorry! I didn't mean it like…" Izuku gulped before breathing in and out to calm himself. This was his one chance to talk to All Might! There weren't any others who could get in the way and there was no life-or-death situation to steal his attention away. 'I-It's just that… I've been wanting to meet you for a long time… It's kind of hard to believe you're here in front of me…"

"It's no problem at all, young man!"

Izuku twiddled his thumbs and looked away. He couldn't help it! The excitement coupled with…

...coupled with the shame of how they met before.

"A-All Might…" Izuku bit his lip. "About the fight… I'm… I'm…"

He bowed before shouting, "I'm so sorry for my actions! I put so many people in danger and... and I probably forced you have to be concerned about me so you couldn't focus as much on the fight with the Prowler and Mysterio!"

They probably got away because of him too. Prowler and her bike had disappeared without a trace. Nobody could find her. No tire markings or even bits of her costume could be found at the scene.

Mysterio was just _gone_ , and from the muttering he heard when he left, everyone was talking about him. A hot new villain that escaped All Might. Realistic illusions coupled with robotics that kept him and the 'homeless Vigilante' busy, though they thought he was unoriginal by pulling out fictional villains to fight All Might.

Still, they thought it was cool. Better than the movies even.

"Whoa, young man! No need to mumble an apology!" Once again, Izuku's face turned beet-red. "Though I did come here to talk to you about that," All Might admitted with a grin. "I usually don't talk to fans one-on-one like this, so I would very much appreciate it if you answered my questions."

"Of course!"

"Now then, young man…" All Might's grin was replaced with an expression of utter seriousness. "What do you want to do with your life?"

Izuku stared at All Might, stared at the man who was the Symbol of Peace. The man he could only admire from videos, the one he fanboyed over even as others mocked him for worshiping the ground he walked on.

The man who inspired his dream.

"I-I want people to see my smile and feel safe. I want to be just like you," Izuku admitted with a bowed head. "I… want to be a Hero."

But that wasn't the kind of question Izuku wanted to ask All Might.

It was always, "Could I be a Hero?"

And now… he really needed to ask it. Considering he backed out whenever it actually mattered. Peter almost died because of his indecision. Who knew when that could act up again?

All Might nodded as if expecting this. "Yes… it's a noble dream. One many young men such as yourself have. However!" All Might pointed at Izuku and said, "What you did when the Prowler was attacking that man was something not many others have!"

"H-Huh?" What was All Might talking about?

"Many would call what you did stupid, short-sighted, and dangerous! You ran in there trying to save that man from a dangerous Villain who luckily didn't simply try to kill you for interfering!"

Izuku looked down and his eyes filled with tears of regret and shame. He was expecting this, but it still hurt.

"Tell me, young man… what was going through your head when you ran in?"

Izuku could lie… say that he knew his Quirk would keep him safe from the Prowler. But what was the point? Izuku couldn't lie to All Might.

"I-I wasn't thinking," Izuku admitted. His eyes were dripping again. Why did he have to cry in front of his Hero? "My legs just moved on their own. I wish I could explain it better but I can't." His hands clenched into fists. "I know it was stupid, and I called myself stupid for doing it, but I just…!"

"Young man, what you did is the mark of a true Hero."

Izuku's crying stopped as his gaze trailed upward to see All Might, grinning back at him. "W-What…?"

"The greatest Heroes of the world always have one thing in common." All Might lifted his right arm, pointing upwards with his index finger. "Whenever there was someone in trouble in front of them, their legs moved on their own and they went to save that person without hesitation."

He pointed at Izuku and said, "You, young man, have that thing in common with them. It's a rare trait to have. Not many in my business have that pure, unconscious drive to do what is right." Izuku gaped at All Might, who laughed while scratching the back of his head. "Sure, it could have happened under better circumstances, but what matters is that you acted when others wouldn't!"

"A-All Might…"

"Young man, what is your name?"

"Izuku!" Izuku replied automatically. "Izuku Midoriya, sir!" He bowed over and over again while shouting, "It's very nice to meet you!"

"Whoa! Stop that!" Izuku gave one last bow before standing straighter than any toy soldier. "I just wanted to tell you one thing. One thing that I know for a fact."

All Might took a deep breath…

...and said the eight words Izuku wanted to hear his entire life.

"You are going to become an amazing Hero."

Izuku couldn't help it. His lip quivered and his eyes watered. Tears cascaded down his cheeks as those words echoed in his head.

For years he had been told he could never do it. That he should just give up and that trying was pointless.

Yet here he was. Standing in front of All Might, who said he would become an amazing Hero without hesitation.

 _"This is a dream come true…!"_

"Alright then!" Izuku blinked as something was shoved into his chest. "Sorry for going through your stuff, but I figured you would want this!"

Izuku looked down and saw in his hands was his open Hero notebook.

Across two blank pages was All Might's autograph!

"You have no idea what seeing you do what you did meant to me, Izuku Midoriya." Izuku looked up to see All Might smiling warmly and ruffling his hair. "If I had met you… ah well, it doesn't matter now."

He turned around and crouched low. "I best be off! I hope to see you at U.A. next year, Young Midoriya!"

"Thank you so much!" With Izuku's thanks, All Might jumped off into the distance. Izuku gazed at the autograph with the biggest, goofiest smile on his face.

 _"He thanked me… he said I had what it took to be a Hero…"_ His euphoria evaporated as another thought ran through his head. _"...but I didn't ask him what I wanted to."_ He was too busy basking in the moment for the question to even cross his mind.

"{Well, that took longer than I expected.}"

Izuku turned around and screamed as he saw Peter. He was still dressed in the top of his costume, sweatpants, and jacket. "{P-Peter-san! What are you doing here!?}" He should be in the hospital! His face was covered in bruises and open scabs, his right foot was heavily bandaged and he was limping!

"{Well, I tried following that guy after ditching the ambulance…}" Peter pointed to where All Might left. "{But it looked like you were getting some inspirational speech from him and I decided that it would be awkward if I popped up.}"

Izuku couldn't help but agree.

"{So… you bummed out about what happened?}"

Izuku nodded his head, looking down. "{Peter-san… I-I am most sorry!}" He bowed his head again. "{I didn't accept the offer! If I had been with you rather than running, I would have… We could have…!}"

"{Izuku, come on. You gotta stop thinking like that.}" Izuku felt Peter's fingers lift his chin until he could see Peter shaking his head. "{Hell, if you had been with me I would've gotten my ass kicked even harder! I mean, I would have to be worried about you and you would be frozen in place! You weren't exactly a monster back when you charged at the wannabe Prowler…}"

"{But still…}"

"{Look, I wasn't expecting you to accept right away,}" Peter continued on. "{I would be worried if you did. I'm used to the insanity of the superhero lifestyle. You're just a kid. I wouldn't want to force you into something you weren't ready fo-}"

"{That is not it!}" The words left Izuku's mouth before he could think. Peter blinked, the words dying in his throat as he gazed at the fourteen-year-old before him.

 _"Might as well keep going. I need to get this out!"_

Izuku's mouth tightened before he began. "{A-All my life, I had dreamed of being a Hero. But… I had been told it was impossible. Before the spider had bitten me, I was… without Quirk.}"

He didn't know how to say Quirkless in English and hated himself for it. It was hard to express himself without his full vocabulary. "{People mocked me, and I could only watch from far away as Heroes saved others.}" He looked at Peter and felt tears form in his eyes. "{Once I got these powers, you came to offer training and I rejected!}" Izuku began to sob as he said, "{I thought that they were right! That I was weak! That I was not deserving to be Hero!}"

All Might's face filled his vision.

 _"You are going to become an amazing Hero."_

Izuku clenched his teeth. He knew what he was going to say now.

"{But All Might… he said I could! That I could become a great Hero now! But I need help! I-I cannot do this thing on my own! I need help to get into U.A, a school of the world's greatest Heroes! I cannot do this on my own!}"

Izuku rose into a shout, "{I-I won't hesitate anymore! I will not falter! Can you… can you teach me to become Spider-Man!?}"

That was the loudest he'd ever spoken. For all his life, Izuku had been quiet. It wasn't appropriate for someone like him to make waves or talk back to people like Kacchan.

But now? Now those words came out as easily as all the others.

Peter was silent for a second and Izuku felt all of his fears and insecurities bubble to the surface.

They were quelled with the beaming smile that spread across Peter's face.

"{Yes I can…}"

 _And that was it. That was how it all started._

 _The two meetings and the spider-bite that changed my life forever._

 _I was on the path to get into U.A and become a Spider-Man that Peter would be proud of._

"{Wait… you mean this world has an actual school for superheroes? Like Xavier's place?}"

 _But we both had a lot to learn before I got in._

* * *

 **To Be Continued...**

* * *

 **Note: How's it going? This new chapter is hot off the presses thanks to repuzzan's tireless work at fixing my mistakes. This chapter wouldn't be half as good without him!**

 **Thus ends the introduction arc. Man, this idea really took off huh? Originally it was just a vague idea, but the more I wrote the more I remembered how much I loved Spider-Man and MHA, and things took off from there! I got ideas for arcs and everything, not to mention pretty clear ideas for how to handle the villains!**

 **I am proud with how Prowler and Mysterio turned out and I hope you think the same! Transitioning both Mysterio and Peter to the MHA world was not an easy feat and I like how it turned out!**

 **Also tried my best to make things similar to how Izuku's journey started, but changed it enough to keep you guys hooked!**

 **Hope you guys stick around, because we're going to be getting into the TRAINING ARC!**

 **Cue the cheesy 80's training music.**

 **Also I have watched Into the Spider-Verse. It is amazing and perhapse the absolute best Spider-Man movie. 10/10. Go watch it. Like, right now.**

 **Believe it or not, this fic has already gotten a TV Tropes page! Be sure to check it out!**

 **Be sure to tell me what you think in a review!**


	4. Issue 4 - Deku's Homecoming!

Detective Naomasa Tsukauchi is a man used to being around Heroes.

Most policemen usually don't talk to them more than necessary. Oh sure, they gave the Heroes reports on the situation and helped direct crowd control efforts, but a professional relationship was where things began and ended.

Most didn't see the point of being there as the Heroes usually had a handle of the situation. Some even came to the conclusion that they are merely the clean-up crew for Villain battles or just people who helped to keep things under control until a Hero arrived.

Others were just plain bitter towards Heroes. It isn't easy being a cop during this day and age. Becoming an officer required one to commit to more rules and regulations than a Hero would. As such, the police are often seen as useless by the general public. What use was the police when the Heroes did all the work?

There were mutterings about a mass strike from time to time, but they never led anywhere.

Tsukauchi never saw things like that.

To him, Heroes were more than just a peacekeeping force. They were a beacon of hope that helped the world crawl out of the dark times. Heroes helped to rebuild a society that was once seen as irreversibly broken and worked tirelessly to keep things that way.

It was a strange world, and Heroes helped to make some sense out of it.

This view made Tsukauchi a bit of an odd duck in the police force, but it helped him to crawl up the ranks.

It also helped him get especially close to the Symbol of Peace himself.

Said Symbol of Peace was now fifteen minutes late to the meeting he was holding with the chiefs of police and top Heroes.

"I say we should start without him." The Number Two Hero, Endeavor, grumbled with a glare. His flaming beard flared up in irritation. "We shouldn't hold off just because he wants to waste time showing himself everywhere."

"We can't exactly do that Endeavor," Tsukauchi replied, ignoring the glare Endeavor shot his way. "The case does involve him after all."

"And we can very well solve it without his involvement. We are just dealing with two Villains at the moment. If there are more and if they are a reasonable threat then we can feel the need to hold off on these meetings for his convenience."

Tsukauchi hated how sound Endeavor's argument was. He was no fool and knew just how much Endeavor loathed All Might for his spot as the Number One Hero. But Endeavor tended to restrain his feelings to snide remarks in public... and twisting a situation to his favor.

Technically, Endeavor was right and they could search for Prowler and Mysterio without All Might. To Endeavor, all All Might could provide was his opinion on the situation and Prowler's motive. Two things that wouldn't make much of a difference to the overall case, especially since they could reason out the latter through Prowler's actions.

Plus, if Endeavor got a head start on things the opportunity to capture the two Villains that had managed to give All Might the slip would be his for the taking.

But he didn't know about just who the Villains might be involved in.

Tsukauchi could read the room and could see a somewhat growing feeling that they might as well get things over with. Before he could attempt to try and delay things a bit longer, the door to the room swung open and All Might came strolling wearing his ever-present grin and the latest edition of his costume. "I AM HERE! Sorry for the delay! Had to help clear up a traffic accident on the other side of town, evacuate a building that was on fire, and...!"

"We don't need to hear the story," Endeavor snarled, glaring at the Number One. "Just sit down. You've delayed us long enough."

"Ah! Endeavor!" All Might grinned and held out his hand. "Good to see you again! It has been a while and..." He seemed to notice that Endeavor had no intention of shaking it and brought it back. "Okay then! I suppose I have kept you all waiting for too long! We can save the pleasantries for later." All Might went to the open chair to Endeavor's left and sat down. "Well, shall we get started?"

" _Sometimes I wonder if he does know and he's faking ignorance... or if he really has no clue."_ Tsukauchi sighed as he pressed a button on the remote in his hand. The slideshow began, showing an enlarged image of the Prowler on her motorcycle as taken by a civilian during the chase. "Okay, as you all know, we need to discuss the recent reappearance of the Prowler." He pressed the button again, showing the blurred image of the Spider-Man copycat.

"Now, this by itself wouldn't be a cause to gather you all here, but the change in Prowler's priorities is something to be concerned about. To say nothing of her new arsenal." Tsukauchi turned to All Might. "All Might, you have encountered Prowler several times prior to this event. Can you please tell us your opinion about her actions?"

All Might's grin disappeared for a second and he rubbed his chin in contemplation. "It is certainly a change." All Might nodded before looking back at Tsukauchi. "Prowler has never been one for showy displays or acts of pure malice. Usually, she prefers to steal whatever it is she wants and only kills out of necessity. For her to hunt this man for nothing in return..."

"We can't assume there was nothing in the act for Prowler's benefit," the Fourth Ranking Hero, Best Jeanist, said while eyeing All Might. "It is likely that the man had something she wanted or that he stumbled into a crime in progress."

The Chief of Police, Kenji Tsuragamae, shook his dog head in disagreement. "I'm afraid that isn't the case. My men have searched the area where the fight began and there was nothing of note on the premises. No companies nearby have reported the two fighting within their property either. So far circumstantial evidence suggests that Prowler ambushed the man with the intent of murdering him."

"There is one explanation and it's pretty damn simple." Endeavor spoke up, causing everyone to look at him. "She was ordered to do so."

Tsukauchi nodded and he decided now was the appropriate time to change the slide. This one showing the new Villain who named himself Mysterio. "Considering this Villain went out of his way to make his grand entrance when the Prowler was about to be apprehended, allowing her to escape, we have come to the conclusion that the two are working together in some capacity."

He pressed the button again, now showing a crushed humanoid robot and a snapshot of Prowler's boots. "Both of them are also sporting technology far more advanced than anything that is currently available, and I've checked with our government contacts to ensure this was the case."

"I suppose now's the best time to bring this up." Endeavor reached into his pocket and began passing around photos amongst his fellow Heroes and the policemen. "I've done my own investigation regarding the rise in crime through the use of this new technology. Guns that shoot superheated plasma, suits that allow the users the users to leap great distances..."

"It kinda looks like a grasshopper." The Ninth Ranking Hero, Ryukyu, commented with a frown.

"... and suits that increase the user's height." That photo managed to reach Tsukauchi, and he saw a picture of a toppled over man wearing what appeared to be a metal suit and legs that stretched out of the picture frame. A note at the edge of the picture head read '940 cm' with an arrow pointing to the extended legs. "Those are just the ones with pictures that I had managed to bring with me."

"Now Endeavor! It's not very sporty to keep something this big a secret from your comrades!" All Might declared.

"I didn't bring it up because I didn't have a solid enough case." Endeavor grunted as he pointed at Mysterio. "At least until he showed up. All the Villains had told us through interrogation that they received their weaponry through a source known as 'Mysterio'."

"You mean he gave these people this stuff in-person?" Ryuko asked with wonder in her voice. "How come we never had him pop up on our radar? Someone looking like that with those kinds of skills would be the talk of the underworld."

"That's because he never took part in the exchange. He always made the sale through a third party." Endeavor's frown deepened. "But what's really bothering me is how we have never heard of this guy before. It's as if he just popped out of thin air just a few months ago. Nobody acquires this kind of weaponry that would take years to stockpile without a few people remembering their name..."

" _Especially with a name like Mysterio."_ Tsukauchi did his research and found that the name had formerly belonged to a fictional Western supervillain from the Spider-Man series.

It was an unspoken rule amongst Heroes and Villains that 'adopting' the names of fictional Heroes and Villains was something to be avoided. Not because it was _illegal_ , as under the right conditions Heroes could adopt it no problem and Villains wouldn't care about breaking another law. But because it felt _unoriginal_ , as if you couldn't find your own identity despite having a unique Quirk.

Someone with a name like Mysterio would've been mocked at least once or twice until he taught them a lesson.

"If what you're suggesting is true, it makes me even more worried for that character wearing the Spider-Man suit with the web-producing Quirk," All Might brought up with a frown. "If Mysterio was the one to send Prowler after him, then he might do so again. This character likely knows something about the Villain he wants forgotten and hidden away in the grave."

"I doubt it," Best Jeanist replied while raising a finger. "With all the Hero and police activity this attack has brought out, they will likely hold off on a similar event. They might try something different or abandon this mission altogether."

Chief Tsuragamae gave a nod. "In the meantime, we should try and pool our evidence together and build a case. Then we can focus on trying to find this Vigilante and bring him in for safety..."

As the Heroes and police talked, Tsukauchi motioned All Might to follow him outside. The Hero followed him and the detective shut the door behind him before they began walking down the hall. "I'm sorry Yagi-san. We still can't find him."

"But why would he leave the ambulance? With all his injuries..."

"Perhaps he already suspected that we would be obligated to bring him in for questioning." Lord knows the man would have been arrested soon after due to his illegal Quirk usage. "We can't have Vigilantes Yagi-san, even if they are just defending themselves."

All Might sighed. "Perhaps, but we need to treat this differently Tsukauchi-san. He knows something about Mysterio. That much is certain."

All Might had apparently heard everything that was said between the Villain and Vigilante. While most could tell and hear the two talking to one another, the commotion and distance made it near impossible to tell what was being said besides a few English words.

All Might was close enough and fluent enough in English to have heard everything and told Tsukauchi all about it.

The two having a history was a certainty rather than a theory.

The Hero went silent and Tsukauchi could read the troubled mood in the air.

"You're thinking about him aren't you?"

"Mysterio mentioned him, said that he heard all about me through that man." All Might's face twisted in hatred, as if he was staring down the thing that was hardly a man anymore once again. "He should be dead. I thought I... Damn it..."

All Might's hands clenched into fists and Tsukauchi did his best to calm the Hero. "He could have been saying that just to rile you up. Don't think about it too hard."

"Do you really believe that?"

"..." Tsukauchi grimaced before replying. "No." He frowned and looked back at All Might. "We'll find them soon enough Yagi-san. They will answer for their crimes."

"..." All Might's gloomy expression reverted back to a bright grin, but one that was clearly strained to any close observer. "Why, of course! After all, Villains and their ilk can never escape justice for too long!" He then walked the other way, but at a slightly faster pace. Tsukauchi noticed that streams of smoke were coming off of his body. "Now, I must be off! Justice never sleeps after all!"

Tsukauchi gave a simple wave for goodbye and watched the Hero leave before his thoughts turned to the Vigilante.

He was connected to all of this. Mysterio wanted him dead for a reason, enough to send a thief as an assassin. And if Mysterio was working for that man, then he supported the act in some capacity.

" _We need to get him off the streets."_ Not just for his sake, but for the sake of society.

Vigilantes had no place in an age of Heroes. People who used their powers to instill their own sense of justice rather than work with them to shape the future.

If nothing was done, it would be the Crawler all over again.

Tsukauchi tried not to grimace at the memory.

Yet, a part of him wondered just what might the Vigilante in the Spider-Man mask must be thinking.

Knowing that he was a rare and dying breed within the modern world, hunted by Villains for what he knew and believing he could only rely on himself…

* * *

Peter Parker scratched his gut and yawned while shifting uncomfortably on the concrete bench serving as a makeshift bed. " _Man, I'm hungry..."_

Peter has been worrying where he would stay when he and Izuku parted ways. Living in an alleyway underneath a cardboard box or in the shadow of a dumpster did not appeal to him. Unfortunately, the cops would likely be looking for him in any construction sites within the city for the battle that took place.

Izuku had explained to him that the mutants of this world, who called their abilities Quirks weirdly enough, weren't allowed to use them save for certain circumstances. What Peter did was not one of them. The police might just try to arrest Peter if they found him.

"Just like the not-so-good old days," Peter grumbled to himself while trying to fluff his webbing pillow. The thing was elastic and provided some good support, but it was like trying to use a backpack as a pillow. It was coarse, hard, and strands of webs sometimes blew into his nose.

Early in Peter's career, the cops mostly just wanted to get statements, and Peter swung away because they also wanted his identity and he had places to be. Then came Jonah's rhetoric and some people on the force actually bought the idea that he was a menace to society.

Peter remembered this one time where a trigger-happy rookie actually fired on him from a crowd and hit him in the shoulder. He had to visit Night Nurse and the guy's career went down the tubes for going against regulations on national television.

Sure vigilantism was illegal but there was an order to these things.

Cue Jonah being sued by the cop's family for encouraging the action and having to put a disclaimer at the end of his articles that they were based on his interpretation of the events.

Written in _really_ fine print.

He asked Izuku about this and the kid looked horrified by the idea. Izuku couldn't imagine the cops or other Heroes using excessive force to restrain him and if they did it was due to Peter resisting.

" _Well, at least the cops are a bit more sensible here."_ It took Peter four years before he got a somewhat friendly relationship with the police, beginning with one Captain Yuri Watanabe.

Peter grimaced as he remembered how his relationship with Yuri fell apart. He decided to focus on something else.

Namely his new "home".

It was the lobby of an abandoned amusement park within the forest on the outskirts of the city. There was overgrowth everywhere, with grass jutting out of the tiles and vines spreading on the walls. But the building itself was structurally sound.

There were rows of concrete benches to the sides, likely where parents and their kids would wait for the park to open, and what was once a water fountain at the far-right corner. The ticket booths had cracked windows and the insides were caked in dust. Nature had long since claimed everything else.

It was the perfect place to hide out in.

" _Could use electricity though."_ Peter glanced out the broken windows to the trees outside. " _And plumbing._ " But beggars couldn't be choosers when one was stuck on an alternate world with no cash besides what the future alternate Spider-Man gave you from his allowance.

" _Wonder how long it'll take for Prowler or Quentin to find me."_ As if on cue, Peter's back and ankle throbbed in pain. He grimaced as a wave of panic shot up his spine. " _Quentin knows who I am. He's known for however long he's been in here. Damn it! Just how long has he known about MJ and Mayday? If I'm stuck here and his little show-slash-murder-attempt didn't work, how long until..."_

Peter put a hand to his forehead and breathed deeply through his nose. He let it out through his mouth. He repeated the exercise as he thought to himself, " _Get a grip, Peter. Think this through. If Quentin wanted to try something he would have before all this. Besides, if he tried anything on MJ or Mayday the Avengers and New York's entire superhero population would be on him."_

It really paid to have a good relationship with almost every big-name and street-level superhero around. For one it meant that during a team-up they had your back and you had buddies for poker night.

It also meant that if some villain decided to try and hit you where it most hurt, they would lend a hand to teach the bastard a lesson.

With that, Peter began to calm down... somewhat. " _Can't believe every superhero around has their secret identity out in the open." It was like every superhero decided to take a page out of the Fantastic Four's handbook._

In fact, there was a lot about this world that surprised Peter. " _Going to have to get more info from Izuku when he gets out of school."_

And with that, Peter's thoughts drifted back to his meeting with the young hopeful Hero.

Which included finding out what the hell a bathhouse was.

* * *

" _And you, like, just take a bath there?" Peter asked while he pointed to the so-called 'bathhouse' they had just passed by._

 _"Y-yes, Peter-san," Izuku said with a nod. He had calmed down since the little soap opera he put on when he asked Peter to teach him. His eyes were still a bit red and puffy._

 _Peter was astonished by how much the kid could cry. But at least he wasn't sniffling or anything like that._

 _Peter made a face before asking, "And you have to do it naked with a bunch of other guys?"_

 _"Well, you receive towel… it is most traditional over here." Izuku seemed uncomfortable now with his cheeks reddening in embarrassment. "A-And it is not mixed bath so… women will not…"_

 _Peter groaned. Was having a bunch of random women not looking at his junk supposed to make him feel more at ease about this? "Look Izuku, I would like to take a nice bath but it's gonna take a bit for me to get naked with a bunch of guys and go into the same bath with them."_

 _Izuku began to say, "I-I mean, I can show you… so that way you aren't…"_

 _"...Yeah, let's just stop this discussion right here and put going to the bathhouse on the back burner for now."_

 _The last thing he needed was to imagine an awkward teen leading him through a bathhouse filled with naked dudes with them being just as naked._

 _God, now he needed to burn that image out of his head._

 _An awkward silence fell over them as they continued walking Peter knew that considering his slim chances of getting home in the near future he would have to get used to living in Japan, but the customs here were a bit… weirder than he was used to._

 _This was coming from a guy who routinely palled around with the Fantastic Four to alien worlds. And the guy who regularly crash-landed into the Savage Land with the Avengers on every trip before spending time with people that looked Tarzan enthusiasts._

 _"So…" Evidently, Izuku felt the silence was too much to bear. "...did you understand what U.A. is Peter-san?"_

 _Peter welcomed the change in subject with a sigh of relief. "Yeah… I mean, I get it. So being a superhero is an actual job over here?"_

 _"Yes, that is most right." Izuku nodded eagerly. "U.A. teaches the future Heroes to save people! Once a student graduates, they become licensed Hero who helps with crisis and paid for efforts!"_

 _The gleam in Izuku's eyes told Peter that he was more jazzed about being a licensed Hero than getting paid for it._

 _It was so eerie. Peter would have thought from his own experience that kids would normally want to cash in their powers. He did it and so did that little punk Maguire before they got a good slab of humble pie. Peter knew that there were teenagers who did want to become superheroes solely to do some good like Kamala Khan, but he thought they were few and far between._

 _It was kinda nice seeing this kind of enthusiasm up close and personal._

 _Was this how Carol felt with Kamala when they first met?_

 _Still…_

 _"Superheroes are registered and it's a paid job…" Peter could not help but groan as he said, "Unbelievable… the stupid thing actually WORKED over here." His groans gave way to chuckles and then outright laughter. "O-Oh man! Wait until Reed and Tony hear about this! No, wait, Steve would love to hear this! It actually worked over here!"_

 _"Um… Peter-san?" Peter looked at Izuku and saw the kid looking at him strangely._

 _Peter lowered his voice to a few chuckles before wiping away a tear. "I-It's okay kid. It's just hilarious to me." Peter coughed. "Y-you see, about eighteen years ago in my time a team called the New Warriors decided to become a reality show and got the brilliant idea to take on a bunch of experienced supervillains in a suburban area. They thought it would make for some good television."_

 _Whatever cheer was in Peter soon left as he remembered Stanford. The charred buildings and bones beneath the rubble. The smell of smoke and burnt ozone in the air as he and the first responders, Avengers, and X-Men helped with the rescue efforts. "They all died, and one of the supervillains called Nitro decided to cause an explosion that killed a lot of people. A bunch of them were kids."_

 _Peter looked at Izuku and saw the young man's face grew horrified. He was probably imagining it all now. If what Peter went through was put into a comic, it wouldn't compare to what he actually saw._

 _"Well, politicians did what they did and overreacted. They decided all superheroes needed to be put in check and register with the government. They needed to get a badge and do whatever the government told them. They would be compensated sure, but if you refused you either quit being a superhero or get arrested."_

 _"We have similar law," Izuku said quietly. "Vigilantism is illegal… but it's because they don't have training and if something were to go wrong then civilians would be hurt!"_

 _"Yeah, there was something about training within the law." Peter raised four fingers. "But first they had to get everyone that was already a superhero to go along with it. So they got Tony Stark, Reed Richards, Hank Pym, and SHIELD, which was headed by Mariah Hill at the time, to write it up and make sure everyone played nice."_

 _Peter groaned. "They were really bad about it. Reed wrote up a formula that he said proved the Superhuman Registration Act was necessary for future peace. A formula only he could get and he had to go 'trust me guys, this all makes sense' to everyone."_

 _"Meanwhile, Tony did his usual 'I'm smart so I know what's best' asshole routine while shopping the idea with the others, Hank went complete mad scientist by making an over-the-top doomsday solution, and Maria Hill… well, she never liked us. She decided to use loopholes in the enforcement procedures to send soldiers after us before shipping those she did catch to Negative Zone Guantanamo."_

 _Peter watched Izuku's face twisted into something between complete disbelief and utter terror. "T-That is not fair! That was nothing like how the Hero System was implemented!" Izuku waved his arms and spouted something in Japanese before correcting himself. "H-Heroes could sign into the system if they wanted to and those that did not instead had option to take a test program! There were even incentives for those who joined! Heroes only went after vigilantes in the early days if they committed explicit crimes!"_

 _Peter couldn't help but be impressed. Seems like this world handled the Superhuman Registration Act a lot better than his did. "Yeah, well… we didn't have that luxury. So when Hill tried to bully Captain America into signing up he kinda jumped ship, which was a Helicarrier by the way, and formed a resistance." Peter waved his hand dismissively. "There were a bunch of fights, blah, blah, blah, and then came all the lawsuits."_

 _Izuku blinked. "Lawsuits?"_

 _Peter grinned. "Yeah. Remember when I said that Maria Hill used loopholes to try and hunt those that didn't sign up? Well, sometimes her soldiers would arrest superheroes in their homes and the soldiers never really played nice with the families."_

 _"The loved ones of superheroes sued the government for cruel and unusual punishment and excessive force. The courts halted the Superhuman Registration Act while the government investigated why the hell none of the superheroes or their families were particularly jazzed about how this was being handled."_

 _Peter palmed his face in the memory of it. "It was a total disaster. Reed is a great scientist but a politician he ain't. He couldn't sell his formula at all to the committee investigating and kid let me tell you should have seen him flounder like a fish when they grilled him on how he could use a formula only he could interpret as proof that things were going smoothly."_

 _"Maria Hill tried very hard to justify why her arrests and imprisonments were perfectly legal but our fickle public opinion sided with the superheroes when a bunch of people they saved came forward and testified on their behalf. She got stripped of her rank soon afterward."_

 _Peter grew grim before lowering his hand. "And Tony… well, he tried to use me. You see, if I, Spider-Man, known 'loner' and public menace could join the government without a problem then the Registration Act wasn't a lost cause."_

 _"Did you refuse?"_

 _"Heck yeah I refused." He punched Tony in his smug metal jaw too but he wouldn't mention that._

 _Peter had agreed with certain parts of the Registration Act. He didn't want any young and inexperienced superheroes making the same tragic mistake that Robert Baldwin did. But Peter had long feared of the possibility that if his secret identity was revealed, every pissed off supervillain and mook would try gunning for the people he loved._

 _All of them would have their lives put at risk because of a decision Peter made._

 _He had said to Tony that he would only agree if Tony could promise that all his loved ones from his aunt and wife to his friends would be protected._

 _Tony tried very hard to not put his words as 'well I can't promise you that, but…'._

 _And this was the man who was willing to look the other way of their friends being brutalized and imprisoned for putting their lives on the line every day just so that his bright idea to shape the future would work._

 _Maybe Tony didn't feel anything and Peter had to run through the freakin' sewers to get away from his ass-whooping, but he made sure his point came across._

 _"A bunch of complicated legal mumbo-jumbo happened and the Registration Act was declared unconstitutional." Peter huffed. "Good riddance too."_

 _Tony had to spend years apologizing to everyone and trying to make up for his mistakes. Most just straight-up punched him. Eventually, everyone begrudgingly admitted that continuing to hate the man was a wasted effort._

 _Peter… well, he couldn't necessarily say he ever forgave Tony. He didn't like the man who betrayed his trust and friendship. Peter joined the Avengers and accepted the wage because having extra money never hurt, but he never accepted anything but the minimum wage._

 _Peter would never let Tony forget what he thought about his attempt to use their relationship as if he were another Stark Industries employee._

 _"So… why are you still want to help me become Spider-Man and get into U.A?" Izuku asked nervously. Peter could understand why. From his little story, the kid probably thought he hated the government like some crazy anarchist._

 _"Kid, I might have hated the Superhuman Registration Act but I did agree with what some of it was about." Peter listed off each point with a finger. "Training, a living wage, backup from law enforcement, a network of superheroes who would have your back if things got too hot… those are the things I supported. Hell, when Steve and Tony decided to bury the hatchet and open Avengers Academy, I taught there for a while."_

 _Sure the kids seemed to think he was an 'old man' who didn't get the current generation, but the point still stands!_

 _Peter ruffled Izuku's hair. "So don't sweat it. I'm gonna help you out with this. I'm gonna show you the ropes so that you get into that school."_

 _Izuku blushed and mutely nodded, causing Peter to chuckle a bit._

 _Peter meant it too. If that little stunt with the Prowler was anything to go by, Izuku would need a guiding hand so he wouldn't get himself killed._

 _"Here is my apartment." Izuku and Peter stopped before pointing to a simple-looking apartment complex. "I live in 5-E."_

 _"Alright. Good to know." Would make finding Izuku a lot easier. Speaking of which… "Hey kid, mind telling me your number?"_

 _Izuku blinked and nodded before telling him. When Peter memorized it he grinned. "Alright Izuku, your first lesson in Professor Parker's Amazing School of Gifted Spider-Folk… whose name I should probably shorten… will be tomorrow after school!" Peter began walking away. "See you later kid! Better hurry if you don't want your mom to worry more!"_

 _"T-Thank you so much, Peter-san!" Peter glanced back and saw Izuku bowing with a beaming smile on his face. "I won't let you down!"_

 _Peter doubted Izuku would have in the first place._

 _Peter waited for his new protégé to disappear into the apartment building to look off into the distance. A dull red light blinked from the top of a tall, wire-strewn tower that sat on a nearby mountain._

 _Now, the first order of business was getting into that cell tower so he had a way to communicate with Izuku and have a map of the city on-hand._

 _Sometimes it paid to have a dual major in Chemical and Computer Engineering while palling around with the likes of Reed Richards._

 _Then… someplace to call 'Casa de La Parker' for a bit._

 _Peter's stomach growled and he grimaced._

 _"But first… instant ramen packets."_

* * *

Peter sometimes wondered if the Japanese made instant ramen solely for people like him.

After his "meal" of dry ramen noodles, Peter had made the trip to the cellular tower. It wasn't that hard but it certainly wasn't a fun ride. While his injuries weren't as severe as they would be on a normal person they did make the walk and web-swinging through the trees a particularly unpleasant experience.

Not to mention having to wall-crawl up the tower and work with the control box.

Peter had experience with using these sort of things. When Peter had to go to a different country with the Avengers for a couple of days, he would go to the nearest cell tower. He wasn't going to pay up the nose to update his phone plan for international calls and he certainly wasn't going to ask Tony for any favors after the 'Civil War' fiasco. So he would piggyback on the wireless signals of the area. His number would appear to the phone company to be a local number and he would get all the wireless data he needed without paying a dime.

It wasn't… _technically_ legal, but most of the superheroes who knew he did this wouldn't tattle on him.

It was just a tiny bit more difficult here since the only tools he had to work with were a pair of rusty tweezers and some safety pins.

Once that debacle was over with and he had gotten a map of Musutafu, which he swore he had heard before, he found the abandoned amusement park. Google Translate helped a bit when he looked at the sign hanging on the rusted entrance.

" _Jakuri Park… the owners must've been Star Wars fans or something."_

Weird name coincidence aside, Peter did find the park to be useful for his purposes. While the owners had taken out the most expensive equipment there were tons of kitchen equipment still lying around. A fridge in what Peter assumed was the food section of the park had some overgrowth on it but seemed to be perfectly usable.

" _Though who knows what's inside…"_ Peter shuddered at the thought of rats or something and decided to hold off onto the fridge until he had some cleaning supplies.

People had once used the park as a dump if the piles of broken furniture and twisted bicycles were any indication. But the locals seemed to have gotten sick of making the trip to the forest. What bits of graffiti Peter did find was worn and even disappearing, meaning local kids hadn't practiced their 'art' here for long.

The place had privacy. Something that he and Izuku needed for the crazier stuff they would do.

"I need to gather enough stuff to test out how much he can lift and find the highest point around here…" The safest bet would be the cell tower, but that wouldn't be tall enough since Izuku would need to climb and swing off skyscrapers. " _Damn it. I guess this is why Xavier's has that Danger Room."_

There was only so much he could do here. While Peter had taught kids before they were in well-funded facilities like Xavier's and Avengers Academy with tons of equipment lying around for use. Peter was working with decaying junk.

Not to mention Izuku's powerset.

The touch that had paralyzed Peter for a bit was a bit of a shock, no pun intended, but it made a certain amount of sense. Almost every living creature had its own bioelectricity and spiders use venom to paralyze prey, so the 'Venom Touch' must've been a way for Izuku's new body to incorporate that spider-like behavior. Extra bioelectricity that could be emitted to paralyze those caught by it.

The phasing ability, however… Peter couldn't wrap his head around it. No spiders did that, at least none in Peter's dimension.

The ability reminded him of the phasing that Kitty Pryde and the supervillain Ghost usually did, but this was different. Peter could swear the kid's body was distorting as if he were bathed in bad TV reception. It could phase him through solid objects, but was that the extent of it? If so, why the extra features like making the body look as if it were a Banksy for a few seconds?

" _One thing at a time Peter. One thing at a time."_ Peter groaned as he shifted his body again. " _You can deal with that later. Get some sleep before you meet the kid. Sleep will help sort out your thoughts."_

It sounded like good advice and Peter tried to follow it as best he could.

Before he closed his eyes Peter thought, " _Teaching again, huh?"_

He hadn't been a teacher for years besides giving the up-and-coming superheroes some advice regarding great power and all that jazz.

It felt kind of nice.

" _Hope I don't let the kid down…"_

His dreams were filled with his daughter crying with only her mother for comfort, and when Peter woke up hours later he found his own face streaked with dried tears.

* * *

"Yo! You're that Prowler Kid from the news right!?"

Izuku stiffened before turning around. Behind him were several teenagers following behind one wearing a white shirt, baggy beige shorts, long black socks, worn sneakers, and a ridiculously big gold chain around his neck. One of the guys behind him wearing a pink jacket and reflective sunglasses waved at Izuku with a cheeky grin.

"U-Um…" Izuku stammered out, looking from side to side in nervousness. "I-I guess…"

This was the fifth time someone asked him on the walk to school alone.

"See!" The sunglasses-wearing one told his friend. "Told ya, man! I wasn't lyin'!"

"Nice." The leader of the group grinned as he took out his cellphone. "Have to say, what you did took serious balls! It was freakin' insane man!" He motioned Izuku to come to him. "Yo, you mind takin' a pic with us?"

Izuku blushed in embarrassment and waved his hands. "N-No! I-I mean I'm not that famous! B-Besides what I did was pretty stupid and…"

"Man, don't sell yourself short!" Izuku was pulled forward and before he could even realize what was happening Izuku was in front of the group who crouched down slightly. The leader held out the camera ahead of them and took the picture. Izuku saw for a split second that the teens were all grinning and flashing peace signs while he looked like a deer caught in headlights.

Izuku got a pat on the back as the teens stood up. The leader said, "Nice! Always wanted to take a pic with a celebrity!" Izuku turned around and saw the teens giving each other a complicated high-five sequence.

"Didn't you get a pic with All Might once?" The sunglasses-wearing friend asked the leader.

"Dude, it's _All Might_. Everyone and their grandma gets a pic with him." The leader shrugged before looking back at Izuku. "Wait… yo, Prowler Kid?"

" _I'm now being called the Prowler Kid?"_ Izuku inwardly groaned. " _Please tell me that isn't a thing…"_

"That a school uniform you wearin'?" The leader pointed at Izuku. "That shit all went down last night, right? Why the hell are you goin' back to school!"

"I-I don't think it's that big of a deal…" Izuku muttered out, looking away from the group that was obviously playing hooky today. To be honest, the idea of skipping school hadn't even crossed his mind.

Perhaps it's just that he wanted things to return to some semblance of normality despite everything changing so drastically.

"Man, the school system of this country is so wack." The leader snapped his fingers as a bright smile spread across his face. "Yo… that gives me an idea for some rhymes! Thanks, Prowler Kid." The group turned around and waved their hands in farewell to Izuku, the sound of one of the group beatboxing following in their wake.

Izuku gave a nervous wave in response but quickly turned around and fished into his pocket for his earbuds. "Am I going to have to deal with this all day?"

Before, Izuku was just another face in the crowd. Just some unremarkable kid that nobody would notice unless they knew he was Quirkless. Izuku kind of preferred that too as it meant he was no different from anyone else on the street in society's eyes so long as that piece of information wasn't revealed.

Now, he did have powers and everyone knew who he was even if it was from some lazy nickname like 'Prowler Kid'.

" _It's all so surreal…"_ It was probably going to get even more surreal when he got to school.

Oh god, everyone was going to stare at him weren't they?

To prevent himself from having a small panic attack in the middle of the sidewalk, Izuku put his EarPods into his ears and put his phone's playlist to random.

English words filled his ears as the song began. _"{I wanna fly right now~! I wanna see all my homies get down~! I wanna feel like I can't come down~! I got a dream so I can't stop now~!}_

Izuku felt himself calm down as he continued to walk. Music tended to soothe his nerves just as much as taking notes of Heroes would. While Izuku's taste in music was primarily J-Rock and the like, it was also pretty eclectic and included a few non-Japanese artists. Izuku's English lessons usually paid off here the most since Izuku was actually able to understand what the hell the English songs were talking about.

His mom joked about it once, saying that Izuku was motivated to learn English solely so that he could understand the Christmas album that All Might only released in the United States.

" _Mom…"_ He wondered how she was doing right now.

Their talk had been… nice, but he couldn't even begin to guess what his mom was thinking after having a few hours to ruminate over the revelation.

Last night had been something else once he got home…

* * *

" _Okay… Mom, I'm sorry I'm late but you see there was this guy who offered to train me and…" Izuku sighed as he palmed his face. "No, that sounds stupid." He breathed in and out as he climbed the steps to his apartment floor. "Mom, I had just gotten my Quirk and I… well I was scared so I ran out of school without thinking. I got sidetracked on my way home and…"_

 _Izuku looked down. He felt terrible about what he was doing. He was rehearsing a story that would sound believable and leave out any mention of Peter. His mom was understanding but there were limits to how much she would put up with._

 _If he told her the whole story she would likely think Peter is crazy, bar Izuku from seeing him again, and call the police on the crazy homeless vigilante who brainwashed her son._

 _Still, that did not help the fact that he was about to lie to his mom._

 _Izuku walked in front of his apartment door and sighed. "Guess I'll have to try and make it up as I go along…"_

 _Izuku rang the doorbell and within a millisecond it swung open to reveal his mom. Inko's face was stained with tears, a tissue in her hand as she looked to Izuku with wet, bleary eyes._

 _"H-Hey…" Izuku began before he was enveloped in a bone-crushing hug. Well, what should have been a bone-crushing hug. To him, it was just a hug._

 _"IZUKU…!" His mom sobbed out and Izuku felt all her anguish. All the fear and sadness she had felt while he was away on his little self-discovery journey._

 _Izuku hugged her back as his own tears began to fall. "I-I'm okay, Mom… I'm okay…"_

 _They stood like that for a bit, hugging each other and crying. However, after the time had passed the two went inside. The last thing they wanted was to make a scene for the neighbors to gawk at._

 _"I-I was so worried when the school called," Inko said, leading Izuku to the living room which was filled with used tissues. "They said you had left school after your Quirk had awakened! I… I was happy for you… so happy." A small smile crept on her face before disappearing. "I thought that if that did happen, you would have been overjoyed but instead you left school. Were you… scared honey? Was that the reason?"_

 _That was part of the reason, but Izuku didn't want to mention the finer details. "I-It was a shock Mom. But I… I guess that's the reason why I left. It was just too much too fast."_

 _The words tasted sour on his tongue. What he was telling her were half-truths but they might as well be lies._

 _"I figured as much…" Inko sat on the couch with Izuku, wiping away more tears from her eyes. "But… then you wouldn't answer my calls or texts. I thought you… I didn't know what to think." Inko looked down. "And then I watched the news and saw you rushing to that Villain…" She put her face in her hands and began sobbing again. Izuku put a comforting arm around her. "I saw her pick you up and I thought she was going to kill you Izuku! I thought my baby was going to die just when he achieved his dream…!"_

 _Izuku felt like shit. On top of not thinking about how rushing in would affect him or Mount Lady who he put in danger with his actions, he failed to think about what his mother might feel. If he got killed, it would have destroyed her._

 _Yet…_

 _"I'm sorry, Mom…" Izuku felt the waterworks turn on as he sputtered out, "But I couldn't stand by and watch that... man… get killed. My body just moved on its own! I-I guess I just wanted to do what All Might would have done…"_

 _"But you aren't All Might, Izuku!"_

 _Izuku looked down at that. "No, I'm not." He remembered Peter's words and that gave him the confidence to do what he was about to do. "But I can be a Hero like him."_

 _His mom looked up at him in confusion. Izuku got up and walked to a nearby wall, one that had a framed portrait of him and Inko at Disneyland together when he was a kid._

 _She took him on that trip just a week after they found out he was Quirkless._

 _Izuku put his sock-covered right foot on the wall before lurching up and put on the wall his left. He wobbled a bit and the change in perspective was weird, but he began slowly walking up the wall as well as he would the floor. He heard Inko gasp as Izuku reached the ceiling and stuck out his hands. Now he was on all fours looking down at Inko who was covering her mouth with wide and wet eyes._

 _Izuku swallowed the saliva in his dry mouth before saying, "Mom… I'm going to get into U.A. and I will become a Hero." He tried to reassure her with a smile, but it remained quivery despite his best efforts. "I'm going to work hard and use this Quirk to become a Hero that brings smiles to everyone's faces like All Might!" Izuku pursed his lips. "I-I can't promise that I won't get hurt again, but…" His eyes were brimming with determination. "But I will do this!"_

 _The room was silent for a few minutes. It stretched out for so long that Izuku started to get worried._

 _The silence was broken by Inko's sobs, but when Izuku looked at his mother he noticed her tears were different than the ones she shed before._

 _They were tears of joy._

* * *

They had spent a bit more time after that crying together. It also turned out that he didn't need to explain his powers to his mother because he had powers that matched his great-great-grandparents' by mere coincidence.

His mom's great-grandfather could stick himself to walls like a magnet through a form of telekinesis. His dad's great-grandmother, on the other hand, had some form of phasing ability but she displayed it so rarely that nobody could remember how it looked to other people.

He had gotten lucky, but Izuku wouldn't press his luck by displaying all his other powers.

" _Still, pretty crazy."_

"Holy crap, that's Midoriya…"

Izuku looked to the side to see that he passed two guys wearing his school's uniform. He could hear their whispers despite the music blaring in his ears.

"Didn't think he would come today…"

Izuku pursed his lips and kept his head down. " _Come on Izuku, just ignore it. Pretend it's not a big deal and you can make it through the day…"_

Izuku took out his EarPods when he reached the entrance.

It took one scan of the school grounds to notice that things were different.

People were staring at him and those who weren't were whispering amongst themselves. When he looked at them, they cast their gazes elsewhere as if on cue.

"Are you sure that was him on the news?"

"Yeah, dude! They had his school picture and everything on the news last night!"

" _Come on, Izuku! It's just a few people!"_ Despite that, Izuku picked up the pace to the shoe lockers.

"I thought Midoriya was Quirkless!" One girl declared to her friend as Izuku changed his shoes.

"Keep your voice down!" Her friend replied. "Didn't you hear? His Quirk activated in the middle of class! He totally wrecked his desk!"

"...So, all it took was puberty to bring it out?" They both snorted and began to giggle, prompting Izuku to slam his sneakers into his locker and put on his school shoes. He quickly left the area and began the trek to his homeroom.

" _I-I can't be the only thing they are talking about!"_ Despite those thoughts, Izuku could almost feel the weight of their gazes. " _D-Did news about yesterday spread that fast!? S-So what if I just got my Quirk! No, wait that isn't the only thing! I can't believe the news released my info to the general public! Oh god, this is a nightmare!"_

It was one thing to get a few stares and being heckled into taking photos with a couple of people.

It was another thing entirely to be treated like a freak.

Izuku felt cold sweat dot his face as everyone around him seemed to get louder.

"...ran at that Villain like it was nothing!"

"...total idiot…"

"Never knew he would have a phasing Quirk…"

"...looked freaky though…"

"...met All Might up close and personal!"

" _Oh god, please let me get through the day!"_

"DEKU!"

Izuku almost let out a sigh of relief as he turned around to greet Bakugou. He quickly revised his opinion when he saw the fury on the explosive teen's face.

"K-Kacchan I…"

Izuku didn't have time to react as Bakugou snatched his collar and pinned him against the wall. "What the hell was with that stunt yesterday, huh!?"

A crowd had formed around them, watching while whispering to one another.

"Holy crap, Bakugou's pissed!"

"Midoriya's done for…."

"No! He's got his Quirk! He can just phase out of this no problem!"

"Wait, I thought he just had super-strength or something…"

"W-Well…!" Izuku tried to keep calm but it was hard under Bakugou's gaze. "I-I was just as surprised as you are Kacchan! I mean I just got my Quirk and…!"

"Don't fuck with me! As if something that convenient would happen!" Bakugou snarled. "You had that Quirk this entire time, didn't you!?"

"I-I didn't!" Izuku felt Bakugou's grip tighten like a vice around his neck. "I swear!"

"Bullshit! Not only that, but then you had to show off with that Villain!" Bakugou shook Izuku, who hung limply despite his new strength. "How long, Deku!?"

"K-Kacchan! Please let go!"

"How fuckin' long have you…!"

Izuku could see small sparks coming from Bakugou's skin.

If Bakugou was this angry, then he'd seriously hurt Izuku if this went on any longer!

Izuku's body agreed. He reflexively placed his hands on Bakugou's chest and pushed.

Izuku only wanted to shove his childhood friend away before anything worse happened.

But he apparently used too much force and Bakugou flew back. He released his grip on Izuku, a bewildered expression on his face as he fell to the ground and slid across the wooden floor. Most of the crowd parted to make way for Bakugou, but one unlucky student did not get away in time and Bakugou's head crashed into his legs. The student dropped the can of cold coffee he was holding. The open top landed right on Bakugou's forehead before the contents dribbled down his face.

The silence was deafening. Such a thing had never happened before, least of all to _Bakugou_.

And the one who did it was quiet, cowardly, and supposedly Quirkless Izuku Midoriya?

Even Bakugou just stared at Izuku, the can falling uselessly to the side.

The silence was broken by a chortle. Then several giggles. Finally, the entire crowd was roaring with laughter. Some were even pointing to Bakugou as they did it.

That seemed to snap him out of his stupor.

"YOU'RE FUCKIN' DEAD, DEKU!" He snarled and leapt to his feet, miniature explosions bursting from the palms of his hands.

Izuku's Spider-Sense flared up at that moment and he crossed his arms in front of him. His eyes clamped shut, expecting Bakugou's fist to greet his face or stomach any second now.

"What the hell is going on here!?"

Izuku's eyes cracked open to see the P.E teacher glowering at him from above. He looked at Izuku before staring forward. Izuku lowered his guard to see Bakugou staring at him coolly, his hands to his sides and no hint of his Quirk showing. "And what happened to you?"

Everyone instantly pointed at Izuku. " _Wow. Thanks, guys."_

The teacher then looked back down at Izuku. "Well?"

"I-I…" Izuku fumbled for words but none came to his lips.

"Nothing." Izuku looked back at Bakugou and saw that Bakugou was staring at the teacher with a calm expression. "Deku was just a klutz and knocked into me by accident. I fell and some canned coffee spilled on me. It was a complete accident."

A quick glare was enough to make everyone in the crowd provide fearful nods of agreement.

"Is that true?" The teacher looked back at Izuku who hung his head down.

He hated telling another lie after a night of several, but he was in enough trouble as is.

"Y-Yes…"

The teacher was silent for a minute before nodding. "Alright then." He pointed at Bakugou. "Get yourself cleaned up." The teacher scanned of the entire crowd with his steely eyes before shouting, "The rest of you… get your butts to your classes NOW!"

Everyone took the advice and quickly dispersed. Bakugou stomped by Izuku and the nervous teen muttered, "K-Kacchan, I'm so…"

"After school," Bakugou growled venomously, his red eyes boring into Izuku's. "You die once you get outside school grounds."

Izuku gulped as Bakugou stomped to the bathroom before hanging his head in defeat.

So much for a normal day of school…

* * *

 _Boy… that first day back at school was rough._

 _I had spent most of my life invisible to my classmates. Part of that had to do with Kacchan being the center of attention. The other part had to do with my Quirklessness._

 _How could a Quirkless kid play Heroes and Villains in the park?_

 _How could a Quirkless kid go to events where games were arranged specifically for the Quirk-wielding majority in mind?_

 _Nobody wanted to deal with me. My Quirklessness threw me into a social blind spot. I was supposed to be something out of sight and out of mind._

 _The only times I stood out was when Kacchan made a point to pick on me… and when I declared my dream._

 _The last part got laughs because of how impossible it was._

 _But with my newly revealed "Quirk" along with my involvement in the Prowler's battle with Peter, I was catapulted into the role of school celebrity._

 _Everyone looked at me, whispered about me, asked me how I felt when the Prowler had me in her clutches…_

 _I don't really understand why anyone asked me that. It was terrifying! Were they expecting me to say it was awesome? That I felt like I was the tagalong kid of an action movie?_

 _Okay, so maybe eventually I would become a Hero and my life practically became one… but my point still stands!_

 _Things didn't get much better later in the day. I beat Kacchan in the kilometer run, I climbed the rope to the top even if I couldn't get back down faster than him, and I kept breaking my pencils whenever I lost focus!_

 _It brought me even more unwanted attention. Me, the kid who might as well not exist when he wasn't the butt of Kacchan's jokes._

 _But that wasn't the worst part._

 _No, the scariest thing of all was the fact that Kacchan didn't do anything but curse a bit when I beat him on multiple exercises in P.E._

 _Normally, that would make Kacchan shout like there was no tomorrow._

 _This meant Kacchan was absolutely LIVID and fully intent on making good on his promise._

 _I honestly thought I was gonna die before I even got to the end of the school day!_

 _But somehow I made it through the rest of the day without another incident…_

 _That just made me even more sure I was dead meat once I finished cleaning the classroom._

 _I didn't expect what happened instead._

* * *

Izuku gulped as he peeked out from behind the corner of the front gate. Standing from across the street was Bakugou, Kohei, and Masashi leaning on the building behind them. Bakugou was glaring in Izuku's direction, his right foot tapping in annoyance. He was obviously getting impatient with Izuku taking so long to get out.

" _Yeah… I'm not going that way."_

Izuku was willing to get a pounding from Bakugou if he was the only thing between the explosive teen and someone else. If that wasn't the case, then Izuku had enough sense of self-preservation to just avoid Bakugou entirely.

He wasn't sure just how long until Bakugou cooled down enough to not want to fight him on the spot, but Izuku was going to have to put in the effort to avoid him until then.

"Good luck Midoriya!" Someone shouted while patting Izuku's shoulder. Izuku let out an 'eep!' before turning around to see it was just his classmate Hinata. "You're gonna need it! But hey, at least it was worth it to make Bakugou the butt of the joke for once!"

Izuku let out a nervous laugh as Hinata walked away. " _Please tell me Kacchan didn't hear that."_ Izuku peeked out from the corner once more to see Bakugou was grinning. " _CRAP!"_

Yeah, no way was he letting Bakugou catch him now!

Izuku hurriedly walked down the wall to the left wall of the school, the one that had an alleyway between it and a bookstore. Izuku looked behind him and to the sides. " _Good. Nobody's watching."_ Izuku jumped up fifteen feet in the air, clearing the wall.

Unfortunately, he forgot to account for the telephone wires.

His right foot snagged on one such wire and Izuku began a very sudden ninety-degree turn that led to the alley. "GYAAA!" Izuku shouted before he landed face-first into several garbage bags that cushioned his fall. "Smooth, Izuku…" he groaned as he dusted himself off.

"DEKU!"

"Crap!" Izuku looked to his left and saw the alley was a dead end. He could climb the walls to the ceiling of the building but people would start asking even more questions if they caught him in the act. Izuku instead ran out of the alley and looked to his right to see Bakugou and his posse running towards him. Bakugou was in the lead, explosions going off in the palms of his hands with a sadistic grin plastered all over his face.

Several people gasped and students from their school watched in anticipation. This was the fight they were waiting for. Bakugou vs Midoriya: Round Two, with everyone's money on Bakugou this time despite the amazing upset in Round One.

It was also a fight that Izuku was ready to delay as long as humanly possible.

Izuku began to turn tail when he heard something go by his right ear.

He wondered if what happened next was actually in slow motion or if it was just his fear messing with his senses.

A web-like material stuck onto Bakugou's right foot just as he put his weight on it and yanked backward. Izuku could see the shock written on Bakugou's face. He watched as Bakugou fell forward, his foot sliding out of his shoe before his face kissed the pavement. He slid forward by a foot before stopping, turning on his back and grabbing his face in pain.

Kohei and Masashi stopped to gape at Bakugou who screamed eloquently, "MOTHERFUCKER!"

Izuku felt a hand grab onto his shoulder and a familiar voice whisper in English, "{Time to go kid.}"

Izuku turned to see Peter grinning at him. "Peter-san!"

Peter put his finger to his lips and motioned Izuku to follow him. Izuku looked back at Bakugou who was starting to get up with red scratch marks on his face and murder in his eyes. He gulped before nodding at the man, following him into the crowd of people that was walking to and from the scene.

"DEKU!" Izuku heard Bakugou holler from behind him. "Where the hell are you!? Get back here damn it! We've gotta fuckin' settle this!"

Shame lodged itself in Izuku's chest as he fled the scene.

When he thought back to earlier in the day, much of Bakugou's anger was obviously from him thinking Izuku had been lying about his Quirklessness for years.

" _If he knew…"_ Maybe it wouldn't fix things but it might make Bakugou understand that Izuku wasn't lying to him. " _But I can't say it. Not yet…"_

Instead, he simply followed Peter as they walked away from the screaming Bakugou.

* * *

"Come on! It was just a little prank!" Peter whined as he and Izuku walked through the woods. "It wasn't like I punched him in the gut or anything. Besides, he was planning on kicking your ass!"

"Still, it was most mean!" Izuku argued as he followed behind. "Maybe Kacchan does pick on me, but he not bad person!"

"From the way you talk about him, this 'Kacchan' is a bully and not a friend." Peter rolled his eyes. "Guys like that don't quit. You shouldn't take their crap lying down."

Izuku had been harping on him about webbing 'Kacchan's' foot ever since they were a good distance away. 'Heroes should only fight to protect others' and stuff like that. While Izuku's earnestness was infectious, the fact that the kid let people walk all over him and was chewing Peter out for helping was a bit annoying.

" _Probably because he's like how I was before my Spider-Confidence Boost."_

Peter had spent years just being the quiet bookworm that Flash Thompson and his gang liked to pick on, who Carl King loved practicing his sadism on before he was expelled. Peter couldn't talk back because of his nervousness and fear of confrontation.

That all changed when Peter got his powers. He realized that he honestly didn't need to take Flash's shit lying down.

"It will only make things worse." Izuku replied with a shake of his head. "Kacchan is just having hard time. Doesn't understand why I have a Quirk." The kid then bit his lip before looking down. "And I can't tell him, so he thinks I lie to him."

Peter sighed at that. The kid did have a point in that fighting back doesn't help matters. Peter's own acquiring the confidence to return barbs with Flash just made Flash more determined to 'get back' at Peter until they managed to become best friends. And all it took was for the two to stop bickering and talk like regular people a couple of times.

"Alright kid. But still you need the confidence to stand up to people like that." Peter then raised his finger and said, "First rule of being a superhero: confidence in yourself. If people like that say you can't do something you gotta prove them wrong somehow. Be it through words or actions. Most likely both."

"...Okay." Izuku looked around before asking, "Is your new home really here?"

"Yeah. Found it after linking my mask's system to the cell tower." Peter grinned. "How do you think I found you?"

"Still, what can be all the way out…"

By sheer luck they had reached their destination. Peter decided to be a bit dramatic and turned around while outstretching his arms. "Welcome my boy… to Jakurai Park!"

"Wow…" Izuku muttered with wide eyes.

"I know right!?" Peter turned to the park and motioned to it. "Who abandons a whole theme park? I mean they should at least tear the buildings down or something!"

"I-I heard parks were built a lot in the past, but when economy did bad they closed them down." Izuku walked to the entrance and gaped at it. "Do you really live here?"

"Yeah, but it needs some work." Peter coughed. "But more importantly, a place like this is perfect."

Izuku seemed to understand what he was getting at. "Y-You mean we…"

"Yup!" Peter nodded in confirmation. "We're going to be training here. There's tons of junk left behind by the previous owners, so we can work on your strength. The buildings are structurally sound enough so that you can practice wall-crawling without them coming down on you…"

"A-And are we going to practice web-swinging here?" Izuku asked while pointing to the trees. "Because only the trees are tall enough to do that.

Peter snorted and placed his hands on his hips. "Slow down there kid. We need to make sure you're strong enough to do that! If you aren't, well…" He grimaced. "Off goes your arms."

Peter had crushed a pipe the first time he used his powers and did a few exercises in his room before he showed them on-set when he developed his gimmick. So he knew right away that his body could handle web-swinging when he first did it.

He didn't know much about Izuku's powerset, which included two extra powers. What if his spider-strength wasn't as advanced as Peter's own? What if his Spider-Sense warned him of danger only a split second rather than two to spare?

The last thing he wanted was for Izuku to get himself hurt just because of Peter's assumptions.

"Yes, I see…" Izuku placed his hand on his chin. "{Normally, momentum would seriously injure someone whose fall was brought to a sudden halt. Your super-strength helped to counteract that, but the comics never managed to explain how you did so. I guess that's because of the format but still…}"

"Yeah, so…" Peter then noticed that Izuku hadn't stopped and was now speaking even faster in Japanese. "Uh, kid?"

"{But how do you prepare a body for something like that? Simply pulling on the web would cause the line to break or injure the shoulder and elbow joints.}" Izuku tapped his chin as he continued to mutter. "{I suppose that upper-body workouts would be key, but how do you prepare your body to adjust for the momentum built up when you're traveling nonstop through the city?}"

"Um…"

"{No, it probably also requires core workouts so that the back isn't thrown. Maybe some minor lower-body workouts are also required because even those can come off if…}"

Peter continued to watch Izuku mumble like this for what seemed like a whole minute, staring disbelievingly at the young man who was lost in his own world. "Holy crap, kid! You don't need to overthink this!"

Izuku snapped to attention and blushed when he realized what he was doing. "S-Sorry..."

Peter pinched the bridge on his nose. This was going to be a thing, wasn't it? "Just… relax okay? We're going to figure things out and take this as slow as possible." Then he decided to ask the most important question. "How long until you have to apply for your school?"

"T-Ten months…"

Peter grinned. "I thought it would be sooner than that! That's plenty of time to show you the ropes. Oh, and of course you need to keep up with your studies." His own grades often suffered because he went out to be Spider-Man rather than study as Peter Parker. "You ain't fighting crime just yet, so keeping your grades up is a must."

Izuku perked up a little. "Right…!"

"So that's why whenever you're finished with school, you're going to come here and spend two hours with me." Peter continued while pacing. "We can work out the kinks of your powers, fix this place up into something livable, and maybe work on our communication skills."

Lord knew that Peter needed to understand what the hell Izuku was saying in his native language, and Izuku in turn so that the kid didn't sound like a weird stereotype to Peter.

Peter had a few ideas for improving his new 'home' already, but he needed the extra hands Izuku would provide.

"It ain't gonna be easy and I'm not going to hold your hand all the time." Peter looked Izuku up and down. "So… you ready to start kid?"

Izuku's answered without a hint of hesitation. "Yes I am, Peter-san!"

Peter smirked. " _At least I don't have to give an inspiring speech."_ He pointed to the entrance. "Alright then! Get onto that roof so we can start!"

Izuku ran forward with renewed confidence and a bright smile on his face. He was ready to prepare for his introduction to the world of Heroes and to train alongside a living legend. He placed his right foot on the wall followed by the left, ready to run straight up the wall as Peter had done many times over the years.

"Eh?" Only for his feet to not stick. He fell painfully to the ground a second later. "Ow…"

Peter winced.

" _Looks like we've got some work to do…"_

* * *

 _That was how my training started._

 _I was ready for anything back then. Ready to throw my mind and body into becoming a Spider-Man that would make Peter proud._

 _But as I was trying to figure out the limitations on my own powers that day, those in the shadows were free to make plans of their own..._

* * *

" ** _You idiot."_**

Quentin Beck looked through his robot avatar to the Prowler of his new playground. The masked woman had the bottom edge of her mask rolled up to her nose so she could chug a can of beer. The bruises on her face had long since disappeared, a side-effect of her other Quirk.

They were now in Mysterio's safe house. The usually bustling facility was empty for the night as he put today's shipments on hold for this one occasion.

The day that Spider-Man would finally die.

Or at least, the day it was _supposed_ to happen.

She kept drinking as Mysterio continued. He was leaning over his workbench that had tools for maintaining the weapons he sometimes assembled here. " ** _I gave you one task. Something that should have come easily since he knew nothing about your abilities or the gear you were sporting. Hell, I gave you something extra just to make sure that you wouldn't be trapped by his damn webbing. It was a simple task."_**

Mysterio raised his fists into the air and slammed them on the table. The steel buckled before tearing and twisting in the middle. His fists left deep impressions in the metal.

" ** _AND YOU COULDN'T SQUASH THAT BUG!?"_**

Prowler finished her beer and threw it away. She pulled her mask back down before finally speaking. "Lay off shithead! You must be pretty damn old if you couldn't see I was trying! Hell, I would've succeeded too!"

" ** _Then explain to me why the fuck is he still alive and I had to rescue you!"_**

If any of his former partners could see him now they would be shocked. Mysterio, after all, was a performer. He would never resort to such crude language. Sometimes he would speak as if he were on stage while in rare moments, like say in his jail cell, he would speak like a calm yet bitter former actor.

Oh, how the times have changed since then.

Prowler didn't answer and Mysterio sneered. " ** _Let me guess… is it because that brat got in your way? Has the fearsome Prowler finally met her match in the form of a teenage snot who shouldn't have lasted five seconds against you?"_**

"Fuck off." Prowler replied, her eyes narrowing in anger. "I didn't want to hurt the kid because I didn't feel like it."

" ** _And yet you were willing to cause… Oh, would it have been five deaths or more on that little stunt in the streets?"_** Quentin's eyes narrowed and his avatar mimicked the act. " ** _Or is there a more personal reason to your sudden decision to get a moral code?"_**

Quentin may have had Prowler as a partner for three months now, but he didn't know anything about her personally. His 'business associate' didn't think it mattered to give him that information and she never told Quentin.

But Quentin wanted to know. In this business, it always paid to have bits of information like this in case he ever needed leverage.

'The reason is none of your fucking concern." Her middle finger sprang up to punctuate her declaration. "Let's get one thing straight shithead: I don't like you. The only reason I'm helping you out is because he told me to. So don't think I need to tell you anything."

Quentin scoffed. " ** _Do not forget that it's only because of me that you were able to escape capture. If I hadn't come to your aid, All Might would have thrown you into the back of a police van."_** Quentin tapped his chin mockingly. " ** _I wonder just how many life sentences you would get in this country for thirteen counts of murder... And that's not even counting all the stuff you are aiding me in…"_**

She shrugged her shoulders, but Quentin knew he was getting under her skin. "Yeah, yeah, thank you very fuckin' much."

" ** _You best be thankful. I needed to advance things a bit just to save your hide."_**

Prowler said nothing for a few minutes, her jaw clenched tightly beneath her mask. "I can find him again. It would take a bit but I will."

Quentin shook his head. The offer was tempting, oh so tempting, but no. Not yet. " ** _The police and Heroes are already searching for him. You wouldn't get as close as you did the first time if another fight were to break out now."_** Quentin kicked a screwdriver on the floor into the wrecked table. The head punched through a crumpled drawer. " ** _No, we'll bide our time until the opportunity is ripe once more. Until then, you will wait until I require your aid."_**

Quentin's eyes narrowed and his right hand clenched into a fist. From the other side of the portal, Quentin's teeth ground against one another. " ** _Soon… we will squash the bug. But not yet. Not yet…"_**

"Squash the bug… squash the bug…" Quentin wheeled at the Prowler when she mockingly parroted his words, her arms crossed as she walked away. "Get some better fuckin' lines."

" _Bitch." H_ e muttered once she was out of earshot.

He should teach her a lesson, remind her that she would be nothing without his help. Without Quentin Beck, Mysterio, and his advanced technology, she would have been caught mere days after she donned her mask again.

But no… his partner might not like that.

Plus, it would be unprofessional.

Quentin began to pace around, his mind racing as he thought back to the battle.

All Might was just as impressive as his partner said he was. Super strength with speed and reaction time to match. His skin was tough to be virtually unscathed from a point-blank RPG. He could take enough electricity to fry a lesser man as if he'd grabbed a cheap joy buzzer.

No wonder everyone on this Earth was so enamored by him.

Quentin's mind went to Peter Parker, or as he was known to Quentin for years, Spider-Man.

Quentin knew that the smart thing to do would have been to just leave him. To close off the portal and strand his hated enemy, the no-named punk that stopped Quentin from getting what he deserved for years, on a world where the Villains would gladly tear him apart. A world where the police would arrest him and never believe his story.

But no… Quentin had made up his mind months ago.

This world was a fresh start. A place to turn the name 'Mysterio' into something feared by the public and respected by the supervillains.

He had connections. He had respect.

Quentin wouldn't give those up just so Spider-Man could die.

Quentin's mind drifted back to catching Parker's fist and throwing him like a rag doll. This robot avatar lived up to the specs he wanted. Mega Tony really outdid himself with it. The kid had potential that even Quentin could acknowledge.

A shame he had to cut their partnership short, but the kid had thought too small.

The phone in his avatar's pocket vibrated and Quentin picked it up. A burner that he had purchased but only used for three numbers.

One was for Prowler, one for his 'tech support' who was currently helping him maintain the stability of the portals from a separate location, and the final one was for his partner.

When he saw the number listed as "Unknown" on the Caller I.D he knew which one it was.

Quentin accepted the call and put it on speaker. " ** _It is good to speak with you again, my friend."_**

A smooth yet deep voice came from the other end, calm as if it were discussing the weather. " _I saw your grand entrance on the news today. Very impressive…"_

" ** _Thank you. I had to improvise a bit but I had been planning it for weeks."_**

" _It came a bit early though… I thought that you had your public unveiling scheduled for a few more months down the line."_

Quentin grimaced. " ** _Yes. However, certain circumstances urged me to speed things along."_**

A chuckle came from the other end. " _Yes, yes… do not hold it against Prowler. She has a certain… soft spot for children. Though I assume the circumstances have more to do with who her target was more than anything else."_

" ** _You would guess right."_**

" _A bit… fuller than the man I was expecting, but impressive nonetheless. I could see why he caused you no end of misery back at your home."_

" ** _Well, you need not concern yourself too much. I can handle the bug myself along with only Prowler and the Enforcers."_** The last thing he wanted was to seem weak, like he lacked the ability to do the job himself.

" _I do not doubt that. But you still have your own business to worry about and the last thing either of us want is for this pest to distract you from your important work,"_ The voice chuckled. " _I won't make it their priority, but I will let my student and his friends know that should they encounter your foe… they are to eliminate him with prejudice."_

Quentin smirked. The bulk of his partner's forces may be comprised of a bunch of losers and inexperienced thugs given costumes, but they were many.

The main vanguard was something else entirely. Each and every member could give the wall-crawler a run for his money.

" ** _I appreciate the generosity."_**

" _Think of it as a gift."_

For years, the likes of Norman Osborn and Otto Octavius had looked down on Quentin.

They thought he was stupid. A cheap illusionist whose ambition and animosity for the web-slinger paled in comparison to theirs.

Oh, how wrong they were.

And now, years later, they had died while Quentin Beck had survived and thrived.

In this alternate world, he was now partners with a man who made them insects compared to him.

A man who truly deserved the label 'supervillain'.

While he couldn't see him, Quentin could tell that All For One was smiling on the other end of the line.

" _After all… I treat my friends well."_

* * *

 **To Be Continued...**

* * *

 **Note: How's it hanging? This chapter's comin' at ya fresh from repuzzan's beta!**

 **Was going to focus more on making ADKoT's next chapter, but watching Into the Spider-Verse for the third time (This time with family) made me more motivated to wrap this up. I am a filthy liar because we haven't gotten into our training montage yet, but then I remembered that because Izuku's the ONLY student involved in a highly publicized Villain battle, this means that HE would become the 'Villain Kid' and so some awkward school hijinks ensue!**

 **Plus I wanted to include some flashbacks.**

 **Oh well, hope you liked all this!**

 **BTWs, here's a fun and surprisingly canon side-story to the main tale!**

 **Warning: Minor spoilers for the comic event Spider-Geddon.**

* * *

 ** _Here Comes the Spiders-Man..._**

"Yeesh! Finally!"

The tiny blue portal behind him closed and he began crawling on his eight legs down the dark alleyway. His mandibles rubbed together while his eight eyes scanned the surroundings.

The piece of the hive mind known as Spiders-Man was certainly not in Kansas anymore.

Or Loomworld for that matter.

"Hm... this is gonna take some gettin used to." Spiders-Man knee the language that the people were speaking. People with forms ranging from normal-looking humans to gorillas wearing tuxedos. They were all speaking Japanese.

The Yakuza gangs of New York often screamed in their native tongue to them. Begging for mercy, "Kaa-san" and whatever. Crying as they went over their skin and into their mouths to eat the gooey bits inside...

Surprisingly they didn't taste like sushi.

More like Kobe beef.

Spiders-Man made sure to keep itself by the wall as it skittered about, it's mind drifting to the past...

The strand that led to this world was surprisingly long. It felt something shake and the "entry point" had been closed off. Norman Osborn, but not _his_ Norman Osborn (not very appetizing. Just too many preservatives) had probably followed through on his plan in sealing off those stupid vampires with the Spider-Chumps.

Spiders-Man has no sympathy at all. Those idiots were willing to argue over moral high grounds rather than just deal with those bloodsuckers.

Though it did feel bad for the kids. So young... and tender...

Spiders-Man was the predator. It would not resign itself to being prey.

Besides the Inheritors tasted like old bacon.

Ah well, knowing itselves (Himselves? Themselves?) they probably were able to resolve things last-minute.

Meaning there would be an opportunity to see the young ones another time.

"Hopefully I'll get to see Norm soon." Spiders-Man chattered to itself. "He got me. Didn't want me to be someone I was not..."

Spiders-Man May have the memories and personality of Peter Parker, but it was not Peter. No matter how much a part of them wanted to take Gwen's hand back in their homeworld...

Honestly it was glad it was away. Too many painful memories...

A trip inside a bookstore clued Spiders-Man in that he wasn't in the States. Rather it was Japan, one from a world where Mutants has boomed in terms of population and Superheroes were "in" with the general public.

"So many flavors..." Spiders-Man's mandibles practically watered at the variety of food that it now had available. It was a buffet!

"...Mysterio..."

Spiders-Man glanced up at the TV behind the counter, the horned reporter was going on about something in Japanese with a picture of a blue flame-headed person fighting... a version of Peter Parker? Huh. Some things never changed.

Spiders-Man remembered Quentin Beck. Oh did the fishbowl head say that Spiders-Man didn't scare him. That his costume was impenetrable and that his toxins would fumigate this "infestation" on New York.

Only for Spiders-Man to hit him over his stupid fishbowl head again, and again, and _again._ It craved like china and Quentin had part of it go into his eye.

And boy did he scream as they _feasted_.

If Spiders-Man could still smile it would have.

Let Norman take his time with their team-up. Spiders-Man had enough on its plate to keep them busy. First was breeding more of itself... best to try and sneak into a house and crawl in a poor unfortunate's mouth to form it's nest. Then once that's done Spiders-Man could get started on sampling this new buffet.

It wondered what another Peter Parker would taste like...

Spiders-Man's Spider-Sense went off too late as the cashier swept it off the table. It landed on the ground and began scurrying away before noticing a giant shadow fall over it.

Spiders-Man looked up.

"Oh for the love of..."

 ***SQUISH***

"Eww...!" Minoru Mineta grimaced as he looked down, his hands filled with risqué Manga and magazines filled with photo shoots of hot Heroes like Mount Lady and Midnight. "And I just got these!" Mineta then began scraping his foot on the tiled floor, making a long brown stain. He then glanced back at the annoyed cashier and awkwardly smiled. "Sorry about that." He placed his load onto the counter.

The cashier glanced at the manga and magazines before looking back at Mineta. "Aren't you a bit young for these?"

"I'm fourteen!"

"You look like you're eight."

Unknown to Izuku Midoriya, Peter Parker, and the world itself... Minoru Mineta had just saved them from a threat greater than Mysterio.

* * *

 **Believe it or not, this fic has already gotten a TV Tropes page! Be sure to check it out!**

 **Be sure to tell me what you think in a review!**


	5. Issue 5 - Learning Curve

Izuku couldn't help but grin as he laid eyes upon the one thing he had been searching for. Countless hours circling around the store with minutes spent looking over each individual rack.

 _"Hard to believe there's only one."_

Izuku's eyes scanned the package in his hands that read, _"Spider-Man Deluxe Adult Costume."_ The size was medium, which Izuku hoped would still fit on him.

Izuku had been surprised by the lack of Spider-Man costumes in the places he had searched beforehand. They were usually only filled with modern Hero costumes like All Might and Endeavor. There were also costumes for anime characters and the usual Western properties like Disney and Transformers, but nothing for the old comic superheroes. Whenever he asked they just looked at Izuku like he was crazy.

Hard not to considering he was the 'Prowler Kid' who almost got killed trying to save a guy dressed like him.

 _"Well, at least I finally found it."_ Izuku tucked the packaged costume under his right arm. The plastic crinkled in his ears over the pounding of his own heartbeat.

He didn't know why he should be embarrassed or scared. After all, he was just a kid buying a costume for... for... _"A Western comic appreciation event! Come on, Izuku! You memorized this!"_ There was nothing strange about this!

Despite thinking that Izuku still felt like the eyes of the two other patrons of this store were boring into him.

Izuku somehow managed to reach the counter and placed his costume on it. "I-I want this one please!"

The cashier was an old man with combed-back grey hair and a grey moustache wearing a pair of amber shades. "Going old-school huh?"

"H-Huh?"

The old man shook his head as he began punching the numbers into the cash register. "Kids these days usually go with All Might or Endeavor, and don't get me wrong they aren't that bad, but nobody goes with the classics anymore," He placed the costume in a brown paper bag. "Damn shame too. Those old Heroes were swell. I used to read them all the time as a kid." The old man smiled before he said, "That'll be two thousand."

Izuku nodded before reaching for his wallet. "R-Right. Just give me a moment sir."

"Say... aren't you that kid from the news?" The old cashier asked curiously, causing Izuku to flinch.

"Y-Yes." He really hoped he wouldn't be roped into another photo.

The old man simply chuckled. "Have to say, what you did was stupid. Stupid, but brave. Ya really showed guts trying to save that guy, like a real Hero." Izuku handed the old man his money and got his change before the cashier continued. "Though, maybe you should wait until you learn the ropes before trying that again."

Izuku's cheeks reddened. "I-I'll do that." The old cashier handed Izuku his bag and receipt. After Izuku mumbled his thanks, the young teenager quickly went for the door.

"By the way, he's my favorite!" The old man shouted after him, causing a small nervous smile to bloom on Izuku's face. He gave the old man a small nod before the door closed behind him and Izuku began walking down the street to his home. He could change in a bathroom someplace, but then Izuku would spend more money and said money was better served elsewhere.

 _"Like in Peter's hands."_ Izuku thought while chewing his lip. He had been rather frugal when it came to things not concerning All Might. If a new piece of All Might merchandise wasn't on the market then Izuku hardly spent his allowance. At most, Izuku would splurge just a bit on the new coffee store that had opened a few blocks away from his school. They had a library of manga and Western comics translated into Japanese that patrons could read for free.

The regular coffee was way too bitter, but their lattes were excellent albeit costing far more than what they were worth.

But now Izuku was going to have to cross that off his weekly routine.

 _"I should shop for some food on my way back to Peter. Non-perishable food would be best until he finds a way to get that refrigerator running."_

He looked down at his costume and sighed. _"Why do I feel like I got ripped off with this thing?"_

Honestly, it probably would have been easier and cheaper to purchase the costume online. But after his experience with the Prowler, Izuku figured that it was better to be safe than sorry. Ordering his stuff from the store with cash was the way to go, especially when he wanted to keep his presence online to a minimum and hide his association with Peter in case the Prowler was still following him through social media.

Izuku had done the same yesterday when he purchased that All Might hoodie on his way back from his training with Peter. It was expensive, as was all licensed merchandise, but worth it. It was a different color from the one he already owned. The color scheme was an inversion of All Might's newest costume and it was a size too big so the hood would cover most of his face.

Sure his face would also be masked but at least nobody would recognize him.

Izuku winced slightly as he rolled an ache out of his shoulder, a memento of his training yesterday with Peter.

Said training was... rather unimpressive all things considered.

 _"No, I shouldn't think that. Peter does know these powers better than I do after all."_

And yet Izuku's mind wandered to yesterday's "training"...

* * *

 _Izuku felt anxiety creep into his mind as he continued to stare at the sky. He could feel every bump and crevice of the concrete wall his shoeless feet were clinging to. His right foot's big toe wriggled over a piece of fuzzy moss whose moisture seeped into his sock. "I miss my shoes..." Izuku leaned up slightly, his muscles tensing as he moved away from the horizontal position he was in to look over the roof's edge. "How long do I keep doing this Peter-san?"_

 _"As long as you can, kid," Peter replied from atop a small stack of milk cartons an open instant ramen packet in his hand. He brought the packet to his mouth and bit into the dry noodles. The sound of the crunching ramen noodles still managed to reach Izuku's ears from his position on the wall. "There's one thing I figured out when I was Spider-Man, and it's that you can only crawl on walls so fast. One way I managed to get around that little inconvenience is by running on walls."_

 _"I understand, Peter-san." Izuku groaned as he glanced down at his feet. His right sock was turning brown! "So disgusting..."_

 _"Hey, not my fault your powers work differently." Peter shrugged before pointing to Izuku's shoes. "Those setules you've got growing out of you... pretty gross by the way."_

 _Izuku's cheeks reddened in embarrassment. "I-I am most sorry."_

 _"Kid, I'm just messing with you. Ya have to learn to take a joke." Peter rolled his eyes. "Anyways, those setules on you seem to grow out by a few centimeters. It can't go through thick material like the bottoms of your shoes, but things as thin as sock material seem to be okay."_

 _Peter then pointed to his own feet. "I never really had that problem. I take off my shoes mostly to get in the groove of things when I'm not in costume, but I never really had to in order to walk up walls."_

 _"Hm..." Izuku placed his hand on his chin. "{Setules are meant to generate an electrostatic cling that allow spiders to climb up walls. I fall off specifically because I have them, but you do not. It's possible that your powers are a bit closer to magnetism, albeit one that isn't hampered by the material you have on you. You're subject to the laws of gravity so...}"_

 _At that moment, Izuku felt the wind rush to his ears and he the roof's edge was getting a lot farther away. Izuku screamed and slammed his feet back onto the wall, but his body leaned back and his knees bent. His arms reached back on reflex and the tips of his fingers stuck onto the wall._

 _"Ohmygodohmygod..." he whispered to himself. Did his setules just retract on their own?_

 _"You alright, kid?" Peter called out from above and Izuku craned his neck to look up at Peter._

 _"Y-Yes!"_

 _"Okay!" Peter gave him a thumbs up. "Let this be lesson one! Live in the moment! If you're gonna wall-crawl, then staying on should be the first thing on your mind." Peter looked up in thought for a moment before adding, "Oh yeah! And you've gotta learn how to multitask better! That way all this..." Peter motioned down to Izuku. "...won't happen again!"_

 _Izuku groaned as he brought his neck down. That made sense. If he focused too much on something other than wall-crawling then his setules might retract. Doing it on command is easy, but having wall-crawling be as instinctive as breathing would take some work._

 _"Can you help me down?!" Izuku cried back. He wasn't that high off the ground, but he was taut as a wire and the slightest stray thought could send him tumbling downwards._

 _"What? No. Why would I do that?" Izuku looked back up and saw Peter giving him an amused smirk. "Let this be lesson two on being Spider-Man. Craning your neck to look down when you wall-crawl the old fashioned way is a good way to sprain it. So doing the crabwalk like that is a great way to avoid it and actually, ya know, see everything that's going on.' Peter then pointed at Izuku. "So... sit tight like that until your arms and legs get tired. Go up and down the wall too."_

 _Izuku moaned as he awkwardly reached out with his right hand to begin the process of turning 180 degrees. The first order of business was keeping the blood from rushing to his head._

 _This was so not what he was expecting for his first day of training._

* * *

Izuku had been told to do exercises like that for an hour more before Peter decided it was enough.

Crab-walking on the wall, regular wall-crawling, walking and running up the walls, and even doing some hand-stands. Peter said he needed to test Izuku's upper body strength.

Izuku knew that all of it was useful. He needed to know his limits. Needed to know what he could and couldn't do, because while he had a lot of Peter's powers they weren't as similar as Izuku had thought.

But the thing that caught Izuku off-guard was how easy it all was.

An hour of what would have left him a sweaty mess just a few days ago seemed like light exercise.

 _"It's probably a result of my new strength."_ Another marker of that strength was his new muscles, which were currently making the costume Izuku was wearing uncomfortably tight.

Izuku consciously pulled on the fabric behind his left thigh to ease the tightness around his butt and crotch area. He looked back at the receipt that was on the sink, a small piece of text in all capital letters declaring 'NO REFUNDS'.

"Man..." Izuku muttered to himself, his shoulders slacking a bit. He had realized too late that he was too big for the costume. He couldn't hope to zip up the back, the boots were a no-go, and the gloves didn't even cover his wrists. All-in-all, the costume would have been an ill-advised purchase for any other occasion.

For the one Izuku had in mind, it was an absolute necessity.

While Izuku was certain he would become the Spider-Man of his world, he was still nervous.

 _"Terrified more like it."_

There was just so much to think about. He was being trained by Peter Parker to become Spider-Man. THE Spider-Man was teaching him to become a great Hero just like him, and Izuku was a Quirkless nobody just a few days ago.

 _"Which means I have to work much harder than anyone else."_ Izuku bit his lip. The pressure probably would have cracked anyone else. Following in the footsteps of a living legend? It seemed like an impossible task for someone like him.

He needed something to build confidence in him. Something that would give him the inner strength he needed to take on the ten months of training Peter would put him through head-on. Hence the Spider-Man costume.

Because what better way to psych himself up about becoming Spider-Man than actually wearing the costume?

He tugged at the collar, which was busy trying to cut into his neck. _"Still. Wish it fit better."_

Izuku reached for the pair of exercise shorts on the floor, primarily black with a yellow outline of All Might's face at the bottom of the left legging, and put his feet through the holes. He had decided to wear these over the costume even before he realized the costume didn't fit.

It was no secret that many superheroes in the Golden Age of Comics wore 'underpants' over their costumes because they were based on old strongmen spandex. Spandex that could tear and reveal things only a select few would actually want to see.

Izuku certainly didn't want anyone getting a view should such an embarrassing accident occur.

He took his All Might hoodie off the rack. He put it on, ignoring how baggy it was, and zippered it up. Once that was done, he reached to the sink and put on the Spider-Man mask that was included with the costume.

It was tight and it took him a few seconds so to adjust it so he could see through the cut-out eyeholes. Breathing through it was possible, but it was like trying to breathe through an old rag. It didn't take long for Izuku to feel the moisture of his own breath. Oh, and the fabric made his head itch.

Izuku looked at himself in the mirror and saw his masked face look back with nervous green eyes.

Izuku knew on some level he looked ridiculous. A teenager wearing a kid's costume that clashed with the hoodie he wore.

Yet, Izuku couldn't help but smile before whispering, "I'm gonna be Spider-Man..."

He gasped when he heard a knock at the door. Quickly, Izuku reached up and took off the mask. "Izuku? Are you in there?"

"Y-yeah Mom!" Izuku stuffed the mask in his hoodie's right pocket and quickly grabbed his wadded up school uniform and the bag from the costume shop. "Be out in a second!" Izuku reached for the door handle but stopped and looked back at the receipt on the floor. He reached down, balled it up, and threw it in the wastebasket before opening the door to see his mother looking at him worryingly. "H-Hey Mom! What's up?"

"Well..." Inko looked behind him to the bathroom. "You were taking an awfully long time in there so I was getting worried."

Izuku's cheeks heated up. Had he been taking that long? "W-Well, the coffee I had before coming home didn't agree with me." Izuku could not believe the lie he had just spewed out. "A-And I needed to change." He hefted the bundled up uniform to emphasize his point.

"Oh!" Inko seemed to brighten up a bit. "Are you going out with someone Izuku? A friend?"

"Yeah, that's right." Izuku was about to add that it was Bakugou... but his mom knew enough that he and Bakugou weren't exactly hanging out anymore. Plus, she would likely call Bakugou's mother just to confirm and Izuku didn't want to deal with an even more worried mother. One that would now know that Izuku was lying to her about something. "T-Things at school changed after... you know..." Izuku scratched his cheek. "So, I was invited to a study session and I'm going."

"Is this the same reason why you were late yesterday?" Izuku tried hard not to wince and instead nodded to cover it. When he looked back at Inko, her face was scrunched with worry. "Izuku... just be careful. Make sure you know, that you really know, the people you become friends with. Okay?"

"I..." Izuku gave his most reassuring smile. "I will, Mom. Don't worry." Izuku then left the bathroom, threw his uniform into the hamper, and quickly went to the door where his shoes were resting.

"Wait, isn't that sweatshirt a bit big for you?" Inko called out after him. "And I swore it fit a lot better before..."

"Be back in a couple of hours, Mom!" Izuku shouted as he put on his shoes. "Love you!" He then opened the door and closed it behind him, greeting the afternoon air of Musutafu once more.

Izuku knew what his mom was worried about. That he was going to get roped into a group of false friends coasting off his 'fame' who would dump him after the spotlight had flickered away. Izuku knew that his classmates' new shine to him wouldn't last and he'd be back to just being another face in the crowd. His only claim to fame was being caught up in a Villain battle... and unintentionally humiliating Bakugou.

Twice even!

Still, out of all the lies Izuku told today, the last thing he said to his mother wasn't one of them.

He had been careful who he associated with. He was going to train with a man who would help him achieve his dream.

Izuku took out the mask from his pocket and put it back on his head. After a few seconds of adjustment, he pulled up the hood and put his hands in the sweatshirt's pockets.

Izuku grinned as he walked down his apartment building's steps.

It really did feel like he slipped on a super-suit…

* * *

Peter had to cover his mouth and doubled over as he tried to hold in his laughter. A few chortles still escaped his lips and the costumed Izuku's shoulders slumped in defeat.

 _"Oh god, if Johnny saw this he would never let me hear the end of it."_

"I-I look most silly, do I not?" Izuku asked gloomily. Peter wheezed until he finally managed to clamp down on the urge to laugh.

"Nah, nah. Don't worry about it. It's just not everyday you see a superhero wearing their own merch." Seeing that it had done nothing to lighten Izuku's mood, Peter decided to add, "There was this one time where I had to actually buy a Halloween costume of my own suit, but that was because I was too short on cash to repair it."

And dear God, that thing itched like crazy. The manufacturer had probably been cheap with the materials used or something.

That seemed to make Izuku brighten up a bit. He glanced up at Peter with sparkling green eyes while pulling his hood down. "S-So! What are we going to do today, Peter-san?"

"Glad you asked." Peter pointed to the small bag next to Izuku. "You brought the things I asked for right?"

Izuku nodded and dug his hand into the small shopping bag, producing a blank notebook and black marker. "Alright, and your phone can do video? It'd be kinda weird if it didn't."

"Y-Yes!" Izuku ran to Peter and brought out his cellphone, turning it on before showing Peter which one was the camera application. "Y-You see, you can tell which one is the video by these kanji."

"I think I can tell just by the big red recording button." Peter pointed away from him. "Okay, now go stand over there."

Izuku nodded and began walking to the wall that was ten feet away. As he was doing that Peter took the notebook and turned to a black page before writing the words, **_'REACTION TIME/SPIDER-SENSE TEST 1'_**.

"Hope you don't hate me for this," Peter muttered as he pointed the phone's camera at the notebook and hit the record button. He proceeded to pick up a rock on the ground, turn towards Izuku, who was now close to the wall, and chucked it at the teenager's shoulder.

Izuku instantly cried out in pain, his knees buckling in surprise and turned to Peter with wide, betrayed eyes. "Why you do that!?" he shouted, rubbing his shoulder.

"Sorry!" Peter shouted back. "Just testing to see how your Spider-Sense worked!" Peter pointed to himself. "My Spider-Sense tends to only activate when I am in danger, and I mean real danger. So the fact you got hit with that means one of two things." Peter held up an index finger. "One, your Spider-Sense didn't register that rock as a threat."

"Still hurt!" Izuku shot back. Peter couldn't help but grin. This kid did have a spine and didn't need to be thrown in a life-or-death situation to show it.

"Yeah, but it wouldn't have killed you. Two…" Peter brought out his middle finger. "Your Spider-Sense doesn't register me as a threat."

"But… how can Spider-Sense tell who's trying to hurt me?" Izuku seemed to forget the pain his shoulder was in and placed his hand on his chin. He began muttering something in Japanese. They were barely audible at first, but the words slowly crescendo until they filled the normally stagnant air of the amusement park.

"Jesus, this kid can talk," Peter muttered aloud as he paused the recording and picked up the notebook. "Kid, don't think about it too hard." Izuku snapped out of his haze just as Peter began walking up the wall. "If your Spider-Sense doesn't register people you don't see as a threat then it probably just includes people who are close to you. Like family or, in my case, the guy who's teaching you."

"But what about Venom?" Peter blinked and looked back at Izuku who was staring at him with concern. "The comics say he was invisible to your Spider-Sense."

Peter's mind briefly wandered to the last time he saw Eddie Brock. Sick in a hospital bed, bald and skeletal with tubes in his arms. A shadow of the muscle-bound former photographer who made one too many mistakes in his life. Of his friend and former bully, Flash Thompson, wearing the symbiote and shaking Peter's hand.

"...Unless symbiotes exist in your world, you don't have to worry about something like Venom." Peter got to the top of the building. Busted stoves, refrigerators, and useless roller coaster cars were piled next to the edge. "Just stay right there and be ready."

Peter quickly turned the page of his notebook and wrote down **_'STRENGTH TEST 1'_** , hit record on the phone's camera, picked up a fridge with one hand, and walked over to the edge of the building. "Look out below!" Peter shouted before dropping the fridge.

Izuku yelped when he looked up and threw his hands out to catch the fridge. Peter watched as it stayed right there and didn't shake besides the teetering that Izuku made when adjusting his stance.

"Alright! Good job, kid! Now just stay like that!" Peter walked back to the pile and picked up an oven. "Today is all about testing your strength! We're going to be going through the basics before we get to any of the complicated stuff. The better you do, the more I can teach ya." Peter then dropped the stove down, sending out two webs that stuck the bottom of the stove to the fridge so it wouldn't fall.

"I'm not going to go easy on you, but I don't plan on torturing you either. If you want to stop, then we'll stop! Got it?!"

Peter eyed the slightly swaying form of Izuku for a bit. Was the kid upset that he was doing these tests out of the blue? No, Izuku was smart enough to know that in the life of a superhero, danger didn't give a warning regardless of a Spider-Sense.

"M-More!" Izuku cried out from underneath the load that would crush a weaker man. "I can take more Peter-san!"

Peter grinned as he filmed this. "Alright, you asked for it!"

It took the entire pile of heavy equipment that Peter had estimated to weigh about ten tons, which made Izuku look like an ant carrying a webbed-up ball ten times his size before the aspiring Hero collapsed from exhaustion complaining about back and arm pain.

All in all, it was an especially good start for things to come.

* * *

 _Peter wasn't lying when he said he wouldn't go easy on me._

 _For the next week, we began training in all the basics of my powers._

* * *

Izuku's Spider-Sense went off as stepped into the entrance of the amusement park. He immediately grabbed his foot and held it suspended in the air.

Right underneath his foot was a rusty nail jutting out of a small piece of wood.

Peter breathed a sigh of relief as he got up from his 'bed'. "Oh thank God, it actually worked this time."

Izuku looked at Peter hopefully. "Like you knew it would… right, Peter-san?"

He became extremely concerned when Peter wouldn't make eye contact with him. "Rrrriiiight. Yup, sure kid."

* * *

 _Thankfully, there weren't many of those tests. In fact, they mostly went like this._

* * *

Izuku took greedy gulps of air as he jogged. His sweatshirt and costume were drenched in sweat. "H-How much… longer…?!" The sound of Brian the Sun's "Sunday" was being deafened by his own heartbeats.

He had taken off his mask so he wasn't getting as many strange stares as he probably would have gotten. Though people were giving him curious glances and were probably whispering to each other about how the Prowler Kid was obviously trying to kill himself.

The sound of his phone ringing registered in his ears and Izuku tapped his right earbuds. "{Hell-?}"

"Come on kid, is that all you got?" Peter shouted into the microphone. "I sometimes had to run from downtown to the Bronx when I was out of web fluid and I was barely winded!" Izuku heard chewing sounds from the other end. "Don't tell me you're getting tired right now!"

"Y-You made me run around the city three times in a row!" Izuku wheezed but did not stop.

"Yeah, you'll thank me later when you have to go for a little jog to the other side of the city and don't have time to wait around for public transportation." Izuku heard the munching again and Peter breathing heavily through his nose. Was he…

"Are you eating!?"

"Yeah. I'm hungry." Izuku glanced up to see Peter on a nearby rooftop without his mask, waving lazily with a half-eaten anpan in his hand. "I'm not the one supposed to be training here. Plus these things are delicious! Now get back to work! You've still got a couple of miles to go before we call it a day!"

Izuku groaned but continued on.

* * *

 _Of course, we didn't spend all out time just focusing on finding out the limits to my basic powerset. Peter did need to make his place… livable. Oh, and he needed to get some new clothes._

 _Luckily, I had a good supply of those._

* * *

Inko frowned as she looked in her husband's drawer. "Izuku!? Did I put your father's clothes in your room by accident?"

Izuku, who was currently tossing a pair of his dad's old jeans and Rolling Stones T-Shirt out the window, looked fearfully at his closed door. "No Mom!" He gazed out his window to see Peter on the roof of the house behind their apartment building catching the jeans while using a web to snag the falling shirt.

Inko hummed to herself behind his door. "Your father must've brought them to the States with him then. I guess he finally decided his wardrobe over there doesn't only have to consist of suits."

Peter gave Izuku a thumbs-up.

Well, it wasn't like his dad was going to be missing his old clothes, which included a pink t-shirt that had the word 'JUICY' written on the back for some reason.

* * *

 _And there was trying to teach each other our respective languages…_

* * *

"Alright Peter-san, so if you are going to restaurant alone, what do you say?" Izuku asked Peter, who scratched his head while a notebook and pen were in his other hand.

"...Um… _Hitri desu_ …?" Peter guessed. Izuku shook his head.

"Hitori desu. But it was close, Peter-san!" Izuku smiled as Peter began scribbling on his notepad before setting it down next to him on top of a copy of _Learning Japanese For Dummies_.

"Yeah, yeah. Don't go soft on me kid." Peter then snapped his fingers. "Okay, pop quiz! Do that mumbling thing, but now it's about the history of my comics!"

Izuku brightened before saying, "Most easy! You see, Stan Lee thought to ask Jack Kirby to make you but he wanted your powers to come from ring. So he brought it to Steve Ditko who…"

"Yeah, okay see you shouldn't say 'most easy'. 'That's easy' is good. And it's 'wanted to ask Jack Kirby to help make you'. You need to remember that there are these little adverbs and adjectives that help to make things clearer to the person you're speaking to…"

Izuku listened dutifully as he opened his own notebook while using his copy of _Learning English For Dummies_ as a flat surface to write on.

* * *

 _I also managed to convince Peter to visit a bathhouse! Lucky for me too. Peter really stank and needed a shave. Good thing my dad always kept some disposable razors and some shaving cream in the bathroom in case he visited. I just gave Peter those and bought him the rest of his supplies._

 _The first trip though…_

* * *

Izuku waited nervously in the lobby, a small can of coffee in his hands as he waited for Peter to come out. The deal was that they would go in one after the other since Peter didn't feel comfortable bathing with him.

 _"I hope he gets out soon."_ Izuku thought to himself as he looked at his lap. There were some things that needed to be discussed.

Izuku heard the flap of the exit and saw a red-faced Peter Parker wearing a robe. His face was shaven but there were bits that he had missed and several cuts on his cheeks.

"How was…" Izuku began, only for Peter to hold up his hand.

"Don't… just don't…" Peter began walking to his locker. "Let's just change and get the hell out of here."

Izuku nodded. He could understand Peter feeling embarrassed. This wasn't common in his culture and it took a lot of courage just to come here. But it wasn't like he had any other options besides continuing to smell like a dumpster.

But there was still the other thing Izuku needed to talk about...

"Um, Peter-san…" he began, his face reddening like a boiling lobster. "Do you normally… become red…?"

"Huh?" Peter looked at Izuku, who was motioning to his thighs. "Um, kid, that's kinda not a thing you should be talking about with me."

"N-No!" Izuku sputtered, turning an even darker shade of red. "There is…"

"There's. Remember we talked about this."

"Right. There's a…" Izuku looked down. "A rash forming not just on… my thighs, but on my joints and…" Izuku couldn't finish. This was just so humiliating. He had just realized the areas were getting sore yesterday and it wasn't like he could just tell his mom!

Peter blinked. "Uh… you have been putting baby powder inside your suit right? To avoid chafing?"

Izuku stared at Peter incredulously. "That's a rule?"

"Yup. Super-Suit Maintenance 101: _ALWAYS_ put baby powder inside the suit. Everybody does it."

* * *

 _I wish they actually wrote a rule book for this._

 _I guess Heroes were just too embarrassed to talk about that kind of stuff._

 _Still, once the initial testing was over, Peter moved onto the hard stuff. The stuff that really mattered about being Spider-Man:_

 _Learning how to make my own web-shooters and web-fluid._

* * *

"Look, here's the thing…" Peter pointed at his web-shooters that laid on the desk between them. "...web-fluid is something you need to know how to make. You need to understand this stuff inside and out. What its chemical makeup is, how much of each chemical needs to be put in, how you are supposed to make it without compromising its elasticity or strength…"

Peter held up a finger. "If you do something wrong then the webs won't hold as long as you need them to. Or they'll just sputter out of the nozzle. Imagine squeezing the gel out of a can of shaving cream and you get the idea."

Izuku nodded while biting his lip. He expected this since Peter had made his own web-fluid when he first started, but he thought this would be happening a bit further down the road. "Okay, Peter-san…" he eyed his mentor curiously. "...what chemicals do I need to get?"

"Not so fast!" Peter held up his hand. "You can't make web-fluid if you don't know what you're messing with." Peter took a piece of paper from beside him and handed it to Izuku. The names of the books were written in shaky and slightly misshapen kanji, but most of it was written legibly enough for Izuku to read. The book's authors were written in English, reminding Izuku to teach Peter katakana. "Most of these books should be in your library, but if they aren't, try looking around in a college bookstore. They can't stop you from getting them if you've got the money."

Izuku looked over the list of books and saw that they all had to do with chemistry, mechanical engineering, and physics. They were all pretty advanced but Izuku could manage if he managed his time wisely. "The chemistry one…"

"Yeah. Focus on that and the mechanical engineering ones, but be sure to crack open the physics book too so you can have a basic understanding of it." Peter passed him several sheets of paper that were full of questions. "I don't expect you to become an expert in any of these and I doubt you had an interest in chemical engineering, but knowing this stuff can help you out in a bind."

"Y-yes? I figured…" Izuku looked over the questions nervously. "I can manage though. I have to…" If he wimped out now just because studying was too hard he might as well just give up right there and then.

And Izuku had no intention of doing that.

"I'll do it." Izuku flashes a quivery smile. "How long do I need?"

"It's 'how long do I have'. And about… let's say three weeks? That should be long enough but I'm cramming in a lot of college-grade material into your head. We can distribute the lessons more evenly after we make the stuff." Peter eyed Izuku seriously. "But you better not skip out on your classes. Trust me. You'll regret it if your grades slip."

Izuku nodded furiously. "Don't worry Peter-san! I won't let you down!"

He didn't like the smile Peter gave him. "Yeah. Just keep in mind that soon, coffee's going to be your best friend.

* * *

 _It didn't take me long to understand what Peter was talking about._

 _Studying the material was hard. I had some background knowledge through class, but the material Peter wanted me to study blew all of it out of the water._

 _The mechanical engineering and physics material wasn't any easier. But I needed to know this material inside and out. So I spent every night just studying until I couldn't keep my eyes open anymore…._

* * *

Inko Midoriya looked worriedly at the snoring Izuku who was face-first in an open chemistry book. The coffee machine was still on and the mug to the right of Izuku had long since gone cold. Several papers filled with notes as well as sketches of webs and spiders were strewn across the left side of his desk.

"Izuku…" Inko walked into her son's room and tapped Izuku on the shoulder. Izuku look up blearily. "It's two in the morning sweetie."

"Oh, okay…" Izuku groaned as he got up and lumbered over to his bed, promptly collapsing right on top of it. "G'night…"

Despite her worries, Inko felt a smile creep onto her face. Her son was truly giving this his all… however, the material for a Hero school seemed far more advanced than a high school should have. "Maybe I should ask them about it at a parent-teacher meeting," Inko mumbled to herself before quietly going to the closet in the hallway and fishing out a spare blanket she had inside. She went back to Izuku's room and draped it over him.

"The last thing a Hero needs to get is a cold." Inko kissed Izuku's sleeping forehead and turned off the coffee machine before shutting off the lights.

* * *

 _Peter was right. Coffee really did become my new best friend._

 _Besides the little quizzes Peter had put on me he also had me do a couple of exercises. The toughest one was the stress ball test._

 _You see, if I were to squeeze a stress ball with my full strength, it would become deformed or just explode into a lot of foam. Or foam balls if that was what was inside it._

 _So every day at school, I had to keep at least ten stress balls on me and try to regulate my strength so I would squeeze them without them permanently deforming or breaking. I had to keep doing this until I could do it without thinking about it._

 _Peter said this was so that I wouldn't accidentally break anybody's hand… or leg… or anything really unless I had to._

* * *

Izuku groaned as he looked at the tube that was once a stress ball in his hand. He had pressed four finger-shaped grooves into the rubbery skin. "Damn it…" Izuku tossed the once ball into the trash as he passed it and reached into his pocket for a new one.

He had been getting good at it too. Now Izuku could control his strength whenever he squeezed the ball and was looking at it. The balls reacted like any other stress ball, returning to their normal shape as soon as the pressure on it lessened.

Izuku had decided that it was time to focus on perfecting his unconscious squeezing of the ball by walking down the school hallways and not looking at it. A self-inflicted task that was proving to be exceptionally difficult.

He kept getting distracted by the people who were glancing at him or chuckling whenever they saw him. Izuku knew that the attention that he had been getting over the Prowler incident was slowly waning, but the fact that he was constantly evading Bakugou who he humiliated twice had not. Neither had the fact people were noticing him going through stress balls like tissues.

 _"It's like they've never seen someone test their Quirk before."_ They did it too on some occasions since their Quirks were minor and cosmetic in most cases. Stretching eyeballs and the like, which wouldn't get one in trouble. Heck, even the teachers were willing to ignore his new hobby so long as Izuku didn't destroy school property. _"But I guess the exciting stuff in this school has slowed to a crawl."_

"You sure he's here!?" Izuku gulped and looked from side to side. Everyone was already heading to their next classes but Izuku, and by extension Bakugou, were having their lunch period. He couldn't hide out in a class, so the only option was…!

Izuku jumped up and twisted his body so that his hands would stick to the wall overhead as his bullies dashed up from the stairway down the hall. He used all his newly-acquired body strength to make sure his legs wouldn't dangle down as Bakugou, Kohei, and Masashi ran right below him before coming to a stop.

"Fuck!" Bakugou's fists clenched. "We missed him again!" Izuku could not help but notice the small scabs on Bakugou's face, some only just peeling off.

"He's been getting a lot better at hiding." Kohei groaned while scratching his head with his elongated fingers. "To be honest Bakugou, this is starting to become ridiculous."

"What? You pussying out?" Bakugou shouted, turning to Kohei who flinched at his glare. "You saw what Deku could do! How he's been laughing at us behind our back for all these years! We can't let that shit stand!"

"Maybe if it was a couple of weeks ago, we could have done something about it," Masashi spoke up. "But Midoriya's become a bit too good at hiding, and everyone at school thinks you're too scared to actually fight him…"

"Huh? Who's saying shit like that!?" Bakugou seethed. "Point me to them! I'll kill them for saying that behind my back!"

"Hey man! Calm down! I'm just saying what I've been hearing!" Masashi put up his hands in surrender. "Just… maybe this isn't worth it? If we try to beat him up now, it's just going to look bad on us. He hasn't done anything since…"

"Fuck, you too!?" Bakugou huffed in disgust before stomping away. "Fine, do whatever you want. But when I get my hands on Deku I'm kicking his ass whether you two extras are with me or not!"

When Bakugou had left out of earshot Izuku heard Kohei scoff in disgust. "What an asshole."

"You're tellin' me." Masashi agreed with a nod. "I wasn't joking about what I said either. Hell, I was giving it to him lightly."

"Really?"

"Yeah. Bakugou's reputation has taken… kind of a nosedive. He's still heads and shoulders above most of the school, but…" Masashi hesitated before taking out his phone. He pressed play on a video.

Izuku could see that it was it was a video of Izuku pushing Bakugou down the hall, the video rewinding just as the can of coffee went on his forehead. The can stayed in midair before coming down on Bakugou's head. Then the video cut to Bakugou falling face-first on the pavement, rewinding and playing several times before Bakugou screamed "Deku! DEKU! DDDDDDEKU! DEEEEEKKKKUUUUU!"

 _"Someone… actually posted that?"_ Izuku's heart sank. Who could be so cruel to upload Bakugou's pain and suffering on the web? To edit it so it would be a 'funny' remix? He felt the pangs of guilt from a few weeks ago return with a vengeance. The fact that Bakugou would never believe the truth just made it worse.

"They ain't that afraid of him anymore." Masashi said while pausing the video. "They laugh at him behind his back and play the video. Hell, their respect for him has dropped. Not much, but…"

"But he ain't really the king of the school anymore." Kohei chuckled with a mean grin on his face. "The illusion is shattered. He ain't Mr. 'Best at Everything' anymore."

"They'll still shit their pants if he flashes his Quirk though." Masashi shook his head. "So don't think you can just take his place."

"I wasn't planning to." Kohei and Masashi then began walking away. "God, I'm glad we won't have to deal with him when the year's out…"

"Kacchan…" Izuku muttered sadly. The fact that Bakugou treated his friends like shit was nothing new, but to hear Kohei and Masashi's hidden disdain for their 'leader' was something else entirely. They were just sticking to him because he was the most respected person at school, not because they saw Bakugou as their friend.

Did Bakugou know?

Did he even care?

Izuku dropped from the ceiling as soon as the school's resident bullies had left and slowly walked to his homeroom, where he could eat his lunch and squeeze in a few minutes to study.

* * *

 _Before I knew it, the three weeks were up._

 _All the sleepless nights and days I almost nodded off in class were worth it. I could unconsciously manage my strength and had a pretty decent understanding of chemistry and mechanical engineering. My physics could use some work, but Peter said I could manage that in the following months._

 _I passed his tests and had managed to gain some control over my strength, as well as somehow not fail any school tests that I had gotten before._

 _But we ran into our next problem._

 _Actually making the web-fluid._

* * *

"This chemical doesn't exist."

Peter looked over Izuku's shoulder. "Really?"

"Yes." Izuku nodded while tapping on the chemical symbol that read 'Ek'. "Nothing in those books you gave me showed something like this. S-So I was thinking that maybe… well…"

"My universe had some chemicals that yours did not, which was what allowed my webbing to work in its particular way. Hmm..." Peter rubbed his chin. He was sitting atop a refrigerator they were going to clean in a button-up black shirt and a pair of jeans that were a bit tight in the waist. The two of them had collected several solar panels that Peter had miraculously fixed and put up to give his living quarters some power. "Okay, we can work with this. It'll take some trial and error though."

"But… how?"

Peter sported a predatory grin. "Say, kid… you have chemistry class right?"

"Y-Yes…" Izuku was getting that uneasy feeling he usually got whenever Peter was planning something that wasn't good for Izuku's well-being.

"Okay, time to do what I usually did when I was in high school." Peter pointed at Izuku. "You're going to have to make the web-fluid during class."

"What?!" Izuku's eyes widened. "B-But that's…! We're not supposed to be doing our own experiments!"

'You should if you lack the necessary equipment and chemicals. The stuff ain't cheap." Peter groaned as he scratched his head. "Plus, I've tried searching for stores that sell chemicals like that but no luck."

Izuku looked down. He didn't like this. He didn't want to break the rules, but he and Peter needed that web-fluid if they wanted to practice. "What if I get caught?" Izuku whispered.

"Kid, follow my directions and you won't." Peter then placed his feet on the edge of the refrigerator door. "Now, brace yourself for rats!"

As it turned out, rats weren't living in the refrigerator.

Just one seriously pissed-off raccoon that Peter had to web up.

Oh, and something that was probably some undiscovered lifeform that crawled away but neither of the two Spider-Men wanted to find out.

Needless to say, a lot of bleach and soap was used that day.

* * *

 _Peter was right and I didn't get caught testing out 'Web-Fluid 2.0'... at least for a while._

 _I hid a beaker inside the lab table's desk and mixed chemicals there, having the hypothesized formula close in hand so I could test it out. Sometimes it came out as a wet goop, sometimes it just turned to foam that solidified and wouldn't dissolve until half an hour later._

 _Each time I would hide my handiwork and flush away the evidence when I cleaned up my station, texting my findings to Peter as soon as possible to work out a new formula._

 _It worked… for about a week._

 _Then one of our tests actually exploded, shooting web strands everywhere in the classroom and the jig was up._

* * *

"I-I am so sorry Kurisu-sensei!" Izuku shouted while bowing to the long red-haired and lab-coat-wearing chemistry teacher. "I-I shouldn't have deceived you!"

His teacher was looking at the formulas Izuku had written down in his notebook. The failed ones were crossed out while the more promising cocktails were circled for later reference. "So you're trying to work out a material that's binding yet elastic, huh? I guess this is for your Hero school or something?"

"Y-Yes…"

Her eyes narrowed. "You're also trying to make it so it dissolves in an hour… this is pretty advanced for a kid your age. It's honestly astounding." Kurisu shut the book and stared at Izuku in his eyes. "But if you're going to work on something like this, it shouldn't be on school grounds. You're lucky it dissolved in ten minutes or you would've gotten much more than a slap on the wrist."

Izuku's eyes wouldn't leave the floor. "I-I'm sorry… but I didn't know what to do. The chemicals I need…"

"Aren't cheap, and neither is the equipment you need," said Kurisu. "Hmm… Tell you what. I'll tell you where you can get all the supplies you need if you replace all the equipment you broke. I often shop at this place to since this damn school won't pay for the materials I need, and I can say the prices are relatively cheap."

Izuku smiled. Yes! This was perfect! He had a way to fix the damage he had caused, earn back his teacher's trust, and get materials so he and Peter couldn't have to do this sneaking about anymore!

 _"It's perfect! We can work on the web-fluid at our own leisure instead of being restricted to the school now!"_

"Whoa there. Don't get too excited." Izuku cut his celebration short and stared up at Kurisu, who was eying him with worry. "Tell me, you're pretty brave, right? Stupid question after what you went through with the Villain, I know, but I would like your answer."

"Huh? I-I guess… Why?"

* * *

 _I soon found out why._

 _Every town had its own 'bad neighborhood'. Someplace that didn't look as clean or well-maintained as the others. A place where your parents told you to avoid or leave as fast as possible._

 _A place where people dressed differently and eyed you with suspicion since you weren't born and raised in it._

 _They can tell just by how you walked and talked._

 _A place where most people are said to grow up and become criminals, where muggings supposedly happened every other night and where Villain battles are a common occurrence._

 _The Mob Eisleiku section of Musutafu was that part of town._

 _It was also the only place where you could get chemicals for cheap._

* * *

"...And liquid cement rounds up to six thousand." the muscle-bound and heavily tattooed man behind the counter said in a gruff voice. He peered down at Izuku with a lit cigar between his teeth. Behind his head was a 'no smoking' sign which he obviously respected much less at the cleanliness of his establishment which was fairly neat and organized.

Izuku tried not to be rude and fought the urge to avoid eye contact. He handed the man the money for his milk carton full of chemicals. When he got his change, Izuku muttered his thanks and quickly left the store.

His mom had always told him not to go into Eisleiku unless he absolutely had to, and he could sort of see why.

The place was filthy. Trash littered every nook and cranny. The air tasted like an ashtray and smelled of rotting carcasses and cheap marijuana. The nearby ore-processing factory where most of the residents went to for work was the likely culprit. A meat processing facility was a stone's throw away, their only other option for employment if they couldn't find work somewhere else.

Another reason why the Eiskeiku was considered the bad part of town was that it was mostly populated by Burakumin.

Even in a world of Heroes, there was unfortunately still a lower class, and the rather unsavory aspects of Japan's history didn't go away.

While Izuku thought the caste system was horrible and stupid, and a firm believer that stereotypes were a ridiculous way to judge people, he couldn't help but feel anxious. He could see some homeless people just sitting on the sidewalk and the people he passed by were eying him suspiciously. Izuku was also pretty sure he spotted a drug deal going down in the alley he had just passed.

 _"It's OK, Izuku. Just be cool and nobody will bother you."_

He felt ashamed by his fright. He was supposed to be a Hero he'll probably be protecting most of these people in the near future. Izuku knew he shouldn't be scared like this.

But he felt alien, like an intruder. The feeling he didn't belong here had nested in Izuku's brain and wouldn't go away unless he got out.

"Holy shit… Izu-kun?"

Izuku blinked and stopped, He turned to his right and saw a tall woman wearing a sleeveless shirt and blue jeans. Her hair was blonde and spiked like a starburst but longer than Bakugou's. Her ruby red eyes were filled with shock.

It took him a few seconds to recognize her. "M-Mitsuki oba-san?"

"Oh my god, it is you!" Mitsuki Bakugou laughed as she placed her hand on his head and ruffled it. "How the hell have you been!? It's been ages since I've seen you! Look at how big you've gotten! You were a little squirt the last time I saw you!" She punctuated that last bit with a hearty laugh while Izuku chuckled nervously alongside her.

He had met Bakugou's mother a few times when he was still 'allowed' to visit Bakugou's house before they went on their latest adventure. The woman was almost a carbon copy of her son: confident and strong with a disdain for people who talked back to her. Bakugou wouldn't dare to pick on Izuku whenever she was around. No mention of Izuku's weakness or that his own greatness. Mitsuki would tug her son's ear and shout at him to not be cocky and to treat his friends better.

After… that day… Izuku never saw Mitsuki again nor had he planned to. But even after so many years, one thing about her stuck out to him.

 _"She's really beautiful…"_

"So how've you been? Katsuki doesn't talk much about his friends, so I wouldn't know." Mitsuki looked at the carton in Izuku's hands. "Whatcha got there? Is that the reason why you came all the way out here to a shithole like this?"

Izuku gulped. "Y-Yes actually…" He couldn't tell Mitsuki the truth, so he might as well tell her a half-truth. "It's for… a school project. I needed to get some chemicals so I could test it out at home."

It still sounded more believable than heading off into the woods so he and Peter Parker could create web-fluid.

"Well, at least you're keeping your grades up, Izu-kun." Mitsuki grinned as she thumbed at herself. "Tell you what? Why don't I give you a ride home? I'm heading back myself so it's not a big deal."

"N-No! I can't…! I don't want to trouble you Mitsuki oba-san!"

But Mitsuki proved to be just as stubborn and forceful as her son. The next thing Izuku knew, he was in the passenger's seat of Mitsuki's car driving out of the neighborhood. Surprisingly Mitsuki had Thutmose playing on her radio, but low enough so that the two could talk.

"Have to say, it's sort of weird seeing you like this, Izu-kun," Mitsuki said with a smile as she turned right. "I don't see you for years and then all of a sudden I see you standing up to a Villain on the news! You have some real balls on you! No wonder Katsuki loves hanging out with you."

Izuku looked down. _"She doesn't know…"_ Bakugou probably didn't tell her that they weren't as close as they were years ago. Why would he? Bakugou probably thought his mom didn't need to know about something as minor as Izuku not being part of 'the gang' anymore since he was a weak Quirkless nobody.

Or something along those lines.

"I… wouldn't say I liked it," Izuku admitted with a frown. "It was really scary, Mitsuki oba-san."

Mitsuki chuckled. "I bet. Still, while you've got what it takes to be a Hero, you've gotta learn to choose your battles wisely, Izu-kun." Mitsuki made another turn and drove on. "At least this proves you don't have to constantly rely on Katsuki to tell you what to do. I remember you always following him and just eating up everything he said… Like you only had to rely on him for stuff."

"Well…" Izuku looked to the side. "Kacchan is pretty amazing."

Izuku noticed Mitsuki's smile turn soft at that. "Yeah… I'm really proud of him. Though don't let him hear that. His head is big enough already."

 _"So she noticed it too?"_ If that was the case then why couldn't Mitsuki do something about it? _"No. That's unfair to Mitsuki oba-san. She probably has to deal with other things."_

"So…" Izuku decided to change the subject as quickly as possible. "W-Why were you there, Mitsuki oba-san?"

"Oh." Mitsuki shrugged slightly, but Izuku couldn't help but notice her back stiffen. "Just visiting some old school friends."

"School friends…?" It was then that Izuku's eyes noticed something about Mitsuki's right arm.

In the middle of her arm, just above the elbow, was a faded tribal tattoo. It wasn't solid black but rather dark grey as if it faded over time.

"Yup. Born and raised in that place." Mitsuki chuckled humorlessly. "I was young and stupid. Got that because… well, if you live there then you had to get one on your sixteenth birthday. Cultural thing, y'know? Just something you did because your friends did it and so did your parents. Though my Quirk made it not stick out as much."

"Oh…" Izuku bit his lip and decided that he might as well say something before things got awkward. "I-It looks cool on you, Mitsuki oba-san!"

Mitsuki blinked a bit before she burst out laughing. "You're the first person besides my husband to say that, Izu-kun!" She snickered a bit. "Usually people become piss-scared when they see it, so I keep the thing covered up unless I'm in that neighborhood."

"Why did you move out?" Izuku could guess why, but he might as well hear it from her. "If your friends and family live there then…"

"Well, my only options were to become a butcher like my mom or work in the factory like my dad." Mitsuki shrugged. "Both were unappealing to me, so I decided to work my ass off and study hard. I wanted to be the one who made it out. I didn't want my kid to grow up in the place that I did."

Izuku felt his shame twist in his chest. He was scared back there… and for what? The people that lived there were going through far more than he had experienced. Only a few like Mitsuki could make it out of that place while the others were forced into and resigned to stay there.

 _"They don't need to be feared. They just need someone to help them out."_

Izuku needed to become a 'Friendly Neighborhood Spider-Man' when he graduated.

"Well, look who it is!" Izuku snapped out of his thoughts to see Mitsuki pulling up to an open spot on the sidewalk. She was grinning from ear to ear and Izuku could see why, which is why his stomach was currently doing several backflips.

Stomping down the sidewalk was none other than Bakugou, who made it his business to scowl at anything and everyone he passed by.

 _"Oh no…"_

"Hand me the cardigan I have in the back seat, please?" Mitsuki asked Izuku. He numbly nodded and reached back to grab the lavender cardigan. When Mitsuki got it she quickly slipped it on, hiding her tattoo once more. She rolled down her window and poked her head outside. "Hey! Katsuki!"

Bakugou jerked his head in their direction. "What the hell do you want, you ha…?" Bakugou's voice trailed off as his eyes spotted Izuku, who tried his best to sink in his seat. No such luck. "DEKU!" Bakugou was instantly at the driver's window, poking his head inside and passed his mom so he could scream at Izuku with fury in his eyes. "What the fuck are you doing here you shithead!?"

"Hey! Back off you brat!" Mitsuki reached up and grabbed Bakugou's ear. Bakugou yelped as she tugged. "I saw Izu-kun and wanted to give him a ride! You should be grateful since I managed to find you!"

"You shouldn't have given him shit, you old hag!" Bakugou screamed at Mitsuki. She let go of his ear just to slap him upside the head.

"Don't call me a hag, you brat!" Mitsuki then thumbed to the backseat. "Now get your ass in the car!"

"I-I can go to the…" Izuku began only for Bakugou's glare to silence him. He looked down, but as he did Izuku couldn't help but notice Mitsuki look from him to Bakugou with confusion written on her face.

Soon the three found themselves driving in near silence with only the radio filling the air. "So what were you doing?" Mitsuki asked to Bakugou, looking at him with the rear-view mirror. "Because you were sure taking your sweet time getting back home all alone."

"The arcade," Bakugou grumbled.

"Oh? Without your friends?"

"Like I need those extras to have a good time."

"Hey. Brat." Mitsuki glared at her son. "Call them by their names. They aren't just 'extras'."

"I-I saw Kohei and Masashi heading over to that coffee shop that opened up a block from my home." Izuku piped in. "M-Maybe they just wanted to check it out before going to the arcade with you?"

Bakugou shot him a venomous look and spat, "Who the fuck asked you, Deku!?"

"Katsuki…" Mitsuki growled out in a low voice but Bakugou ignored her.

"You hide your ass instead of settling things like a man, and you think you can act like nothing happened!? You think you can be on my level after years of hiding your Quirk like a little bitch!?"

"K-Kacchan… I…"

Mitsuki pulled to the side of the road and slammed on the brakes. Izuku had to hold on tight to his carton to make sure nothing broke while Bakugou was held by his seatbelt. Mitsuki turned her body to face Bakugou with fury in her eyes. "What the hell is your problem, Katsuki!? Izu-kun was just trying to let you know where your friends we-!"

"I don't need that news! I don't care where the hell those two losers are!" But the tightening of his brow made Izuku think otherwise. "And I definitely don't want to hear a goddamn word out of his mouth other than 'Please forgive me Bakugou-sama'."

"And what exactly has he done that's so horrible?" Mitsuki asked while glaring at her son.

"What has he…!?" Bakugou motioned to Izuku. "You saw the news, hag! He had a Quirk this entire time and decided to show it off not only in class, but on national television! That loser made me think he was Quirkless this entire time, laughing behind my back all the while!" Bakugou then glared at Izuku. "So was it worth it shithead!? Did you finally get your kicks after all these years!?"

"N-No!" Izuku said fearfully. "I'm not lying Kacchan! I didn't have a Quirk until recently! Why would I lie about that!?"

"To make me look like… look like…!"

"OKAY ENOUGH!" Mitsuki shouted in anger, practically shaking the car. "So you want to pick a fight with your frie-"

"He's not my fucking friend!"

That declaration stung Izuku more than any insult before it.

"I don't give a shit! He's better than the punks I usually see you hang out with!" Mitsuki then looked at Izuku. "So who threw the first punch?"

"Deku hid his…!" Bakugou was silenced by his mother's glare.

Izuku looked down. _"I should say I did."_

That's what happened in the movies right? The victim takes the heat for his school tormentor's crime, finally earning the respect of the bully who now has his back. Realizing that the victim was the bigger man in the end.

But no. Reality wasn't a cheesy high school movie or TV show.

Instead, Izuku sat there in silence until Bakugou answered in a low voice, "I did. I grabbed him and pinned him to a wall."

Mitsuki took in a slow angry breath through her nose.

"So that's it, huh? You got pissed that something didn't go the way you thought it did and decided to beat up someone for it? Like a spoiled little brat?" Mitsuki glared at Bakugou. "You goddamn idiot!" Bakugou didn't flinch but he also didn't meet his mother's gaze. "You want to blow your shot at being a Hero? Huh? You want to throw a temper-tantrum whenever the world doesn't go your way!? Welcome to reality, brat! The world doesn't bow to you! You keep at this, then you're just going to become a friendless has-been who blew his opportunity for a successful life because he…!"

"I don't need to hear this shit!" Bakugou screamed out as he unbuckled himself and threw open the door.

"Katsuki! I'm not done talking to you!" Mitsuki shouted after Bakugou, but the teen slammed the door shut and stomped away. MItsuki leaned back on her seat and stared sadly at the ceiling.

Izuku chest ached as he watched this unfold. Because of him, Bakugou and his mother were fighting.

"No. It isn't my fault. Kacchan was the one shouting at his mom."

"I'm sorry you had to hear all that Izu-kun." Mitsuki said in a low voice. "And I… I didn't know that you and Katsuki…"

"I-It's fine Mitsuki oba-san."

"No, it's not." Mitsuki sighed and pinched the bridge of her nose. "I've tried to be a mother, but I'm so busy and my husband, as much as I love the man, is too much of a wet blanket to correct him… I can't help but think I dropped the ball." Mitsuki looked at Izuku, her face soft and pleading. "Izu-kun… does Katsuki have friends at school? And I mean real friends."

Izuku thought back to everyone that Bakugou had ever hung out with and how they acted around him. The answer he found… was really depressing. "N-Not really…"

"I figured." Mitsuki placed her hand on his shoulder. "Izuku… please don't give up on Katsuki. Whether he wants to admit it or not… he needs a friend like you in his life."

Izuku knew most people would refuse. Bakugou was an egotistical bully who lorded his Quirk over others, shouting down at anyone who challenged him and dismissing those who wanted to be like him.

Yet, there was a reason why Izuku stuck to him even after all these years.

Bakugou was strong, confident, and brave. His drive to become a Hero put Izuku's to shame. When he said he was the best, he meant it. If he wasn't the best at something, Bakugou would work his ass off until he made himself the best at that thing.

He treated other people like dirt. That much was true.

But maybe…

"I-I will Mitsuki oba-san," Izuku said with a nod. "I won't give up on him."

Mitsuki gave him a tired and relieved smile. "Thanks, kid. It means a lot to me."

With that, she went back to the road and dropped Izuku off in front of his apartment building.

Izuku had to hide behind the gate for a few minutes before he could sneak out and head towards Peter's hideout.

* * *

 _That trip was worth it in the end. Not only was I able to pay back my chemistry teacher for causing her trouble, but I also had gotten enough supplies for Peter and me to have our own lab!_

 _Peter was ecstatic. Said he'd been driving himself crazy just fixing up the place and occasionally stopping crimes if he stumbled on them during his trips out. He had to limit himself since his web-fluid was beginning to run low._

 _The Jakuri Park entrance had been transformed into something a person could actually live in. The floors were swept and the seats were clean. The broken ticket booths had been boarded up, the greenery had been pulled and the cracks in the pavement were plastered over. There was now a cheap futon and pillow rolled up on a nearby bench. A slightly rusted table set to the side contained a fan as well as several beakers and chemicals. On a thrown away and cracked but usable coffee table was a steaming coffee mug and to the far end of the lobby was a refrigerator and electric oven, both hooked up to the solar panels on the roof._

 _We could actually work and not have to worry too much about that stuff anymore._

 _Peter offered alternative solutions to the web-fluid whenever a formula didn't work and I did the mixing and matching. The more I worked on it, the more I understood._

 _Then, a week later, we managed to finally get the web-fluid that fit the parameters we were looking for!_

 _Compared to that, building the web-shooters was much easier._

* * *

Izuku gulped as he looked at his rolled-up sweater and costume sleeves, revealing his web-shooters. They were… rather bulky. They were two-inch-long metal tubes circling around each wrist, something Peter did because of the tools they had available. Each one contained a vial full of web-fluid that was dispensed by the tiny nozzle in the middle of Izuku's inner-wrist. Below that, a thin metal lever curved with Izuku's hand, ending at a big red button in the middle of Izuku's palm.

It had been relatively easy to get the materials for the web-shooters. Whatever they couldn't scavenge from the old machines of the park Izuku went to town to buy. Peter helped here and there, but these web-shooters were his own creation.

 _"I made these…"_ Just over a month ago Izuku would have never dreamt of doing something like this.

Now here he was, web-shooters in hand ready to fire at a line of cans.

"Okay, now don't let this fool you. Using web-shooters isn't as easy as you'd think." Peter walked behind the cans wearing the pink t-shirt Izuku's dad wore in college and red sweatpants. "Sure, you need to look where you aim, but you also need to factor in the wind and the angle you're aiming at. Be a centimeter off and you can get into some serious trouble if you're in a pinch."

"I figured as much, Peter-san." Izuku twirled his wrist a bit. The web-shooters felt clunky and weighed down on his arms a bit. Not by much, but it was noticeable.

"Big targets don't really need all that finesse. But sometimes people are carrying handguns." Peter made a stabbing motion with one hand and a swinging one with the other. "Or switchblades and a pipe if they can find one just lying around. You need to get those away if you don't want a fight to turn ugly when they gang up on you, as they all inevitably do." Peter pointed at the cans. "So, imagine those as big knives the local mooks got at the local hobby shop or brought over from their kitchen to cut the lasagna for Tony's birthday. What do you do?"

Izuku looked at the middle can and lifted his hand shakily, bringing it in line with his eyes to aim.

Peter rolled his eyes. "...and now they are within ten feet of you. Pick up the pace kid!"

Izuku bit his lip. "Steady your hand and double-tap to release the webbing!"

Izuku hit the button with his middle and ring finger, causing a web to shoot out of the nozzle with a 'THWIP' sound. He let go, allowing the strand to fly forward with the speed of a bullet.

It missed the middle can by a couple of inches.

"...And Vicky has just stabbed you, with his friends kicking you as you're writhing on the ground." Peter groaned while Izuku felt his cheeks heat up in embarrassment. "Kid, why are you taking your time with this?"

"B-Because!" Izuku held up his hand and pointed at the web-shooter. "I have to aim! I can't see what I'm doing if I don't!"

"Izuku…" Peter motioned to himself. "You think I could have survived as long as I did or saved that many people if I took my time aiming like that?"

"What do you mean?"

"I mean…" Peter tapped his head. "You aim with this. You need to thwip it out and be confident you're going to hit what you are aiming for." Peter followed it with a shrug. "I mean, that's how it worked for me and I'm doing alright."

 _"That doesn't teach me anything!"_ Izuku moaned in frustration. This was one of those occasions when Peter's almost superhuman transition from normal teenager to spider-themed Hero was working against Izuku.

Peter didn't spend much time learning to aim if the comics and movies were anything to go by. He got the hang of it automatically.

 _"Be confident… thwip it out…"_ Izuku stared at the can.

Was that it? Was his worrying over whether or not he actually could snag it making him miss?

Izuku took in a deep breath and slapped his cheeks. He stared at the middle can with the steeliest gaze he could muster. Izuku threw out his right hand and pressed down on the pad. When he let go, the strand sailed forward and hit the can at the top, knocking it over.

Izuku grinned and turned to Peter. "I did it, Peter-san!"

Peter shot him a thumbs-up, his face beaming in pride. "Great! But don't get too cocky! Mario, Luigi, and Prego are all now trying to flank you on the sides!"

* * *

 _I think Peter had one too many run-ins with the Italian mob back at his world._

 _We kept practicing web-shooting for a week, testing how fast I could grab a strand when it attached to an object so I can pull it or shoot multiple webs at once with most of them hitting their targets. It was hard, but I managed it._

 _But during those two weeks of practice, we also began testing out my… not-so spidery powers._

 _It was not a fun process._

* * *

Izuku slammed into the wall for what felt like the hundredth time today, groaning in pain as he fell back. His mask twisted so he was now blind in his right eye and looking out his left through the right eyehole.

He looked up to see Peter staring down at him. "Okay, we may need to try a different approach."

He reached down with his hand and Izuku took it. When he got back to his feet Izuku adjusted his mask to his proper place. "I-I tried doing what I said activated it! I was shaking and…"

"And that's obviously not the trigger." Peter scratched his stubble-covered chin. "Okay, so you said that you felt like you were vibrating before all the freaky stuff happened… but is that all?"

"All?"

"It's possible that this phasing thing is a fight-or-flight reaction." Peter pointed at himself. "Okay, so it happened when I was getting my ass kicked by the Prowler. You were afraid I was going to die and you wanted to help, right?"

Izuku's hands clenched into fists remembering that day. How his legs moved on their own because he couldn't bear to see Peter die. His fear of the Prowler still being there, imagining that she would kill him for interfering, but it becoming… smaller.

"Okay, so use that. Think that and run right through that wall!" Peter took out his phone and filmed the 'title card' for the test. "Aaaaand…. now!" Izuku gulped and steeled his resolve.

 _"Remember it… remember it!"_

The Prowler just before him with a bleeding and exhausted Peter below her. The rope closing in at him, but Izuku refused to allow it to stop him.

He would keep running. He would run right through this obstacle if he had to!

Izuku screamed as he ran to the wall and felt his body shake, the idea of how much pain he would be if he hit in not registering in his mind.

Then Izuku found himself inside the building running through Peter's makeshift lab.

The small drill on the desk smoked but Izuku barely noticed it. He instead stared at his hands which were distorted like television static once more. "I-I did it!"

"Hey, kid! You in there?" Peter shouted from outside and Izuku was about to answer but he felt something in his stomach.

 _"Oh no."_ Something was coming up and Izuku's vision was swimming. There was no stopping this particular ride.

Izuku barely managed to lift up his mask and put his hands on his knees before he vomited the remnants of his lunch in a sloppy pile on the floor.

"Oh, come on! I just mopped this morning!" Peter cried in dismay.

* * *

 _I wouldn't say I mastered the power, but I did have a good grasp on how it could be activated, which was a step forward._

 _We still needed to test out the Venom Strike, as Peter called it, but I honestly didn't even know where to start. It happened so fast when I used it on Peter. I couldn't begin to imagine how to replicate that one-and-done feeling._

 _So we decided to put it on the back burner and focus on the most important part of being Spider-Man._

* * *

 _"This is crazy… this is crazy…"_ Izuku looked down from the middle of the busted Ferris wheel. Peter gazed up at him from the base with a mug of coffee in his hands. In front of Izuku was the top of the trees that led to the rest of the forest.

They couldn't exactly practice with the other amusement park buildings. All of them were too small to be helpful and they couldn't go to town to web-swing. Not unless they wanted to be caught by the cops or a passing Hero for illegal Quirk usage.

This was their only option since the trees were high enough to avoid problems.

Hell, when he really thought about it, he wasn't that high. It was just a fifty-foot drop onto hard asphalt. No big deal. He was pretty tough now. Even if he fell, he'd live. Probably.

Still, that distance seemed to grow the longer he stared at it.

"Come on, kid! You've got to get over this if you want to web-swing!" Peter shouted from below.

"It's too high up!" Izuku shouted back. What if he landed wrong and broke something like his neck!? What would his mother think then!?

"Izuku! I was scared of heights too!" Izuku looked down at Peter. "Hell, I was goddamn terrified when I first began web-swinging! The only thing I could rely on to not make me become sidewalk pizza was my webs!" Peter pointed up to him. "You made that Izuku! You trained to use it! We worked hard to make sure that damn thing could hold, so use it! Trust in yourself, in all the lessons you went through, and your webs! The rest is a leap of faith!"

 _"Peter was scared too."_ The thought replayed over and over in his mind. It seemed unreal. The very thing that made Spider-Man so iconic utterly terrified him the first time he tried it?

Heroes were meant to be fearless. Symbols of justice who did the right thing and went into dangerous situations smiling without an ounce of fear within him.

Yet here was Peter telling Izuku that like him, he was scared at first too.

Somehow… that made Izuku feel better.

 _"Right. I can't freeze up here."_ Izuku took his eyes off the ground. _"I've been face-to-face with a Villain. That scared me, but I kept running regardless. So what if I can die if something goes wrong? If I want to be a Hero, I'm going to have to face worse things every day!"_ Izuku breathed heavily inside his mask. _"I can't let Peter down… I can't let All Might down! I have to… I have to…"_

Izuku let go and used his feet to springboard off the Ferris wheel, reaching out.

While he did fly forward somewhat gracefully, he fell with all the finesse of a rock seconds later.

"GYAAAAAH!" Izuku thrust his hand forward and looked at a tree, specifically the trunk, and shot a web to it. Once he saw the web somewhat tensing he released the lever and grabbed onto the string with both hands, hanging on for dear life as he swung forward, twisting like a top as he did so.

Izuku blinked as he saw the world around him rush past in a blur. The wind kissed his face as he swung with the web. He wasn't swinging gracefully, but… _"But I'm web-swinging!"_

Then the arc began to slow down and Izuku's hands let go of the web.

 _"Oh crap!"_ Izuku hurriedly shot out another web. _"Double tap to release and thwip it out again!"_

Izuku could hear Peter's cheers as he spun another web and grabbed onto it with just his right hand. His momentum slowed down but that made his next web-line transition more manageable since he now had another hand free. The trees zoomed by as Izuku 'thwiped' more and more.

 _"I'm doing it...! I'm doing it!"_ Izuku was grinning from ear to ear. _"This is… This is awesome!"_

Peter was right. Once he started swinging, it was almost second nature. Izuku laughed as he sailed through the air, adrenaline pumping as he nosedived towards the ground. He brushed the velvety grass with his fingers just as he was yanked back upward by the familiar pull of another web. He shut his eyes and let himself soar into the burning blue sky, savoring the warmth of the summer sun and how weightless he felt until gravity took hold again. From there he started showing off, somersaulting, flipping, and twirling through the rustling trees with the wind whistling in his ears.

This was it.

This was web-swinging.

Peter did this every day. Neither the movies, nor the video games, nor the comics did it justice.

It was exhilarating.

 _"And now I can do it too…"_

He couldn't wait to do this in the city.

"INCOMING DRONE!"

Izuku's thoughts were interrupted when he heard a whizzing sound and a rock beaned him in the head. He lost his grip on his latest web, crashing into a branch and falling flat on his back with a thud.

Izuku let out a groan as he heard Peter yell from the distance, "Sorry, kid! But I learned the hard way that you've got to watch out for those in this day and age! Think of this as preparation for web-swinging in the real world!"

"Thank you… I'll keep that in mind..." Izuku muttered before staring up at the leaves overhead, not meaning a single word of it.

Looks like they still had a long way to go.

* * *

 _That was how the first half of my ten-month preparation for U.A began._

 _I had a lot to learn, and not all of it was fun._

 _But when you wanted to get into the best Hero school in the world, you needed to make sure you deserved to be there._

 _...Side note, but I found out that Peter's 'incoming drone' exercise was pretty useful in the long run._

 _Those mechanical monstrosities are truly the bane of the modern Hero's existence._

* * *

 **To Be Continued...**

* * *

 **Note: Big thanks to repuzzan, both for helping to clean this chapter up and enhancing certain parts of it!**

 **I know I said I would be doing the next chapter of ADKoT, but this was on my brain and I really wanted to see if I could try my hand in a Training Montage that had humor and heart. To establish Bakugou's character post-public humiliation, Izuku and Bakugou's relationship with Mitsuki, Izuku's relationship with Inko, and Peter as a teacher who's really trying... but lets face facts it's a bit difficult to train someone when you were naturally good at the powers pretty much from the get-go. Peter's winging it but he's still got his fingers on the pulse of what Izuku needs to do.**

 **Oh, and if you're curious as to what Thutmose song Mitsuki was listening to, it's 'Memories' from the Into the Spider-Verse soundtrack. It's basically Izuku and Bakugou's theme song regarding their relationship.**

 **Also, for your amusement here's the in-universe totally canon track list for All Might's Christmas Album!**

* * *

 ** _All Mighty Christmas  
_**  
 **Track List:**

 _1\. Joy To The World (FOR I AM HERE!)_

 _2\. All Might Is Comin' To Town_

 _3\. Hark For The Symbol Of Peace's Cry_

 _4\. Smashin' Around The Christmas Tree_

 _5\. Mighty Baby_

 _6\. God Rest Ye Merry Heroes_

 _7\. (United States of) Silver Bells_

 _8\. I Saw Mommy Kissin' All Might_

 _9\. Hero, It's Cold Outside_

 _10\. Let Us Smash! Let Us Smash! Let Us Smash!_

 _11\. 'Twas The Night Before Christmas (Dramatization)_

 _12\. All Might Has A Little Dreidel_

* * *

 **Hope you guys check out my other stories and this story's TV Tropes page. Add anything if you think it belongs.**

 **Please leave your thoughts in a review.**


	6. Issue 6 - Power and Responsibility

_The next few months flew by. Peter picked up the pace of my training, trying to teach me as much as possible so I could be ready for U.A._

 _I can't even begin to describe how grateful I still am for that. Without him, I would've still been trying to figure out how to use my new powers and their mechanics of the basic Spider-Powers well into U.A._

 _Not that I was an expert at the Spider-Man thing when I got in, but I wasn't a novice either._

 _Still, as much as he devoted to my training, Peter still had his own things going on whenever I wasn't around._

 _For instance, he continued being a Hero._

 _Peter was never one to let a crime happen if he was around. Sometimes he'd grumble and complain about it, and I did worry about him since other Heroes and the police could just as easily decide to try and arrest him after the Villain was dealt with._

 _But he still kept going. Being trapped in another world didn't stop him from doing the right thing._

 _He had to slow down when his web-fluid ran low, but as soon as we were able to create a new formula he got back into the 'swing' of things..._

 _...Come on! It wasn't that bad of a joke!_

 _Anyways, it was a good thing too since crime had gotten a bit stranger ever since Mysterio had made his presence known._

* * *

Villains in Musutafu weren't an uncommon sight. One would think they would be since it's a hotbed for Heroes and has the finest Hero academy in Japan. Not to mention that All Might has made it his unofficial 'home city'.

It has been theorized that some Villains want to meet the challenge. They dare each other to prove that the supposedly safest city in Japan wasn't infallible and with enough luck, and a bit of strength, any criminal can make their mark.

That, or one could believe the more popular theory amongst the general public that a majority of Villains were just plain stupid.

Still, the huge presence of Heroes in the area did not make people panic less whenever a Villain stirs up trouble by hurting people or stealing from them.

In this case it was both.

"Yo! Yo! Yo!" A teenager shouted as he raced down the sidewalk on what looked like a skateboard, but it was gold-colored and had twin miniature rockets jutting out the back corners. He was dressed in a vermillion leather jacket with dull gold stripes running down the sleeves. It was zippered, revealing an insignia that had two intersecting 'R' letters inside a gold circle. He wore jeans along with dull gold shin guards, gloves with another pair of rockets protruding from the sides of the wrist, and boots that clung to the skateboard. His head was covered by a motorcycle helmet that bore the familiar face of All-Might, but with the eyes crossed out with red x marks. "Ready or not! Here comes the Rocket Racer Gang!"

Behind him were five other teenagers dressed similarly, albeit two of them were girls wearing skirts. They didn't ride on skateboards like their leader. Two men rolled around on gold rollerblades while the one woman wore four-wheeled skates. The rest rode on scooters. All of them were wearing helmets bearing the faces of familiar Heroes such as Endeavor, Gang Orca, Edge Shot, and Ingenium. The rollerskating girl was the only one out out of place, wearing a helmet that displayed the mask of Spider-Man on it.

They shot down the sidewalk like a bullet. People screamed as they tried diveout of the way of the hooting and hollering hellions.

"I'll be taking that!" The leader shouted as he grabbed the purse of a woman he passed by, the band snapping as it was pulled away from her. She shrieked as she fell to the floor and a passing scooter-driving Rocket Racer proceeded to kick her face as she passed by.

"This is awesome!" A rollerskating Rocket Racer wearing Gang Orca's mask shouted. His hand shot out and snatched a man's suitcase. "We lucked out with that Power Broker app! I didn't even know the thing existed until ya showed me, Number One!"

"Giving us this tech for free and all we gotta do is send a portion of the profits to the boss!" said the scooter-driving Rocket Racer wearing Ingenium's mask. She cackled as she took a trembling man's wallet while she rode side-by-side with her leader. "It's almost too good to be true!"

"Gotta love beta testing! But just in case this craps out on us, we're gonna make the most of it while we can!" The leader glanced back at the one in the back of the group. "Number Six! Stop messin' around and hurry up! We gotta get as much as possible before a Hero shows up!"

The Rocket Racer wearing the Spider-Man mask was currently dragging a knife past a man's nose. He screamed and hunched overn, blood dripping down his hands and onto the sidewalk. She giggled with glee. "Come on One-kun! Just a bit more! I've never seen so much in such a short time! Let a girl enjoy herself!"

"If you wanna keep the gear you have to contribute!"

The knife-wielding Rocket Racer pouted and crossed her arms. "You're never gonna reach a girl's heart if you order her around." She swerved to the crowd and grabbed a teenage boy with wavy brown hair and admittedly handsome features. "You're pretty cute! Give a girl a gift will ya?" The girl stabbed the boy in the stomach without waiting for a response. As he screamed she reached into his pocket and took his wallet. She withdrew the knife, watching the boy clutch at his gut while she wiped her bloodstained hand on her helmet's visor. "Oooh... If only I could..."

"Six!"

"Fine, fine!" With that, the girl returned with her group.

"She's a freak." The Ingenium-wearing Rocket Racer muttered. Her leader nodded in agreement.

'Yeah, but better she be with us than against us." He shrugged. "Hey, it's not like what we're doing is any better. Pretty sure you killed that chick you kicked."

"FREEZE!" A police officer shouted, getting into the Rocket Racers' path and holding a hand to his firearm. "Stop now or..."

The leader instead tapped on a device in his hand that looked like an MP3 player. The rockets on his skateboard roared to life and ignited. He sped forward, the officer's eyes widening as he drew his weapon. He was too late, as the Rocket Racer was now a few feet away with his right fist drawn back. The rockets on his wrists ignited and his fist collided with the officer's face. The officer's skin rippled and tore in places, several teeth flying out of his mouth, and he fell down on the ground as the Rocket Racers flew by.

"Aw yeah! How's that for a Rocket Punch?!" The leader cackled with glee as the flames of the rockets died down and his companions caught up.

The girl wearing the Spider-Man helmet reached down and grabbed the officer's gun.

She studied it for a second, shrugging and tossing it to the Rocket Racer wearing an Endeavor helmet.

"Score!" He shouted. "Yo, Boss! We've got Hero company!"

In front of them, much to the relief of the civilians, was the Hero Manual. He glared at the Rocket Racers before thrusting his hands forward.

Manual was known for being the generic and by-the-books Hero, but he saw their blatant refusal to freeze at the order of the officer and skipped the formalities.

"Forgive me for this, citizens!" Manual shouted and, in an instant, every person who was holding an open drink found the liquid shooting out of their containers. The liquids surged towards the Rocket Racers at intense speeds with enough power to knock down anyone in its path.

"JUMP!" The leader shouted, touching his device once more. Everyone leapt up and activated the rockets on their vehicles at the same time. They flew over twenty feet in the air, avoiding the water blast, which lost its speed and power when Manual realized it wouldn't reach the Villains. He began lifting his arms and the liquid changed direction.

But it wouldn't be fast enough.

The Edge Shot and Ingenium-helmeted Rocket Racers pressed a button on the handlebars of their scooters. A slot opened in the front bars of the scooters, revealing miniature missiles.

"Eat this, Hero!" The Ingenium-wearing one shouted as the missiles flew.

"Get down!" Manual shifted the water to meet the rockets which exploded on impact. Manual screamed as he was thrown back by the force of the blast, pieces of shrapnel embedded in his body and scratched his face as he fell to the ground. The civilians and observers screamed and groaned, nursing their own wounds or crying while covering their ears.

The leader laughed. "Noice! Let's bounce, Rocket Racers!" They landed on the ground gracefully and veered into an alleyway. They knew the area by heart and didn't have to worry about running into a dead end. "Okay everyone! Once we reach the end we split up and meet up at the hideou-!"

"GYAH!"

They screeched to a vault and turned around. Their comrade with the Edge Shot mask was gone.

"Where's Three?!" The leader asked, looking from side to side.

"You lost weight, All Might!"

The five Rocket Racers looked up to the left wall to see their comrade webbed to the wall, thrashing in his restraints. On the wall next to him was a man wearing the top-half of a Spider-Man costume and mask. His bottom half consisted of pink sweat-pants with the words 'BIG BOY' on the side and sneakers. In his hand was a steaming coffee mug.

"And I see you are trying to fit in with the young people!" The Spider-Man copycat jumped off the wall and onto the floor of the alleyway, his mug never spilling any of its contents. He set it down while standing up and observed the Rocket Racers. "Pleased to meet you all. I'm Doctor Spider, and you all seem to be suffering from a case of Too Much Free Time and Inclination For Violence."

He jumped to the side just as the Endeavor-masked Rocket Racer shot at him with his gun. Spider-Man and webbed the Rocket Racer's mask. While the Villain tried to pull the webbing off, Spider-Man shot out another web, hitting the teenager's chest and reeling him in. "Let me prescribe one teaspoon of Bodily Harm to cure your condition!"

His fist met the side of the helmet, cracking it and shattering the hard plastic. Shards scratched the teenager's brow as his eyes rolled back. The Rocket Racer landed on the floor in an unconscious heap while Spider-Man went to the wall, crouching on it on all fours. "Next patient!"

* * *

"Rocket Racers, lets kill this fool!" The leader shouted while the other three Rocket Racers shot forward. Peter simply waited in place, his leg muscles tightening as they drew closer.

Talk about a blast from the past. Peter never thought he'd live to see the day someone would actually take up the Rocket Racer name.

Robert Farrell had only adopted it because it fit his talents, being a smart kid who had to turn to a life of crime due to desperate circumstances... and being pretty good with a skateboard at the height of the skater culture's popularity. After getting his head cracked and being sent to jail a few times, Robert decided a life of crime was a career path with little upward mobility and became a superhero.

He got out of that when a career of constantly risking one's own life on a daily basis by intentionally seeking trouble lost its appeal.

He instead patented his original villain gear and began selling the technology. He wasn't Reed Richards or Tony Stark, but the government, airlines, and even extreme sports companies saw the appeal of powerful miniature rockets and turbines. He became fairly successful and Robert's family never needed to worry about money again.

Once he and Robert ran into each other during the Avengers Academy reunion, the now well-off scientist admitted the other reason he got out of the life is because he felt ridiculous riding around on a skateboard when he was hitting his thirties.

 _"Guess_ _only kids see the appeal riding around on those things."_ Peter thought to himself tiredly as the inheritors of the title in this world raced to him. _"I_ _don't know how young people can spend hours on end trying to do tricks and... oh god, I have gotten old."_

Best not to dwell on it and do what he did best.

"Better guys than you have tried." The Rocket Racer wearing the Ingenium mask-wearing one got within five feet in a matter of seconds, her scooter opening a slot in the front bar with a barrel peeking out. "They were better dressed too!"

The barrel spewed bullets that would tear apart a normal man instantly, but Peter was anything but normal and had the reflexes of a spider to prove it. He jumped overhead, twisting his body and shooting his arm out. The tips of his right hand's fingers made contact with the top of the helmet. The girl gasped as the masked vigilante brought her up as he returned to the ground. With a twist of his arm, Peter hefted the criminal over his shoulder and slammed her on the ground hard. She groaned in pain while Peter fired a web which pinned the troublemaker to the ground.

Peter decided to lighten the mood and cap off the beatdown with some more of his trademark banter. "Sorry that we had to meet like this, Ingenium! A little birdie told me you're a nice..."

The screeching of wheels and Peter's Spider-Sense warned him that now would be a good time to jump to the right. Peter did so, barely avoiding a knife whose blood-stained edge glinted in the sunlight and the kick of rocket-powered foot. "Woah! Hey, that isn't a toy!" Peter shot two web-lines, one at the knife and one at the Gang Orca Rocket Racer. It hit the Gang Orca kid in the back and Peter made him slam into a dumpster with a sharp tug. The teenager somehow managed to flip into the receptacle, the lid slamming shut like in an old cartoon.

He webbed it shut just in case.

But Peter saw through the corner of his eye that the Rocket Racer wearing the blood-stained helmet version of his mask, which was totally gross by the way, had avoided the web. She leaned down to the right, her knife grazing the ground in and sparks dancing on the metal as she miraculously kept her balance. She righted herself with a light push of the blade, turning her body around and racing towards Peter once more.

"Jesus, this kid can move!" She weaved past the other web-shots that Peter sent her way, swerving from side to side like a pro boxer. "Don't think I'm gonna let you off the hook just because of flattery!"

"This is SO COOL!" The girl shouted at the top of her lungs as she drew near. "I had hoped I would meet you, but I never thought it would be so soon!"

"Pleased to meet a fan, but I can come up with better ways of getting my autograph!" Peter jumped over her but was surprised to see the roller skating girl do something amazing. She didn't slow down at all and instead jumped to the wall. She used it as a springboard, jumping off and activating her rollerskates' rockets simultaneously.

"I couldn't get you out of my head since that Prowler battle! You being beaten down, the blood gushing out as you got back up...!" The girl brought her arm back. "Show some of that to me, mister!"

"Yeah... " Peter zipped to the ground, making the girl miss the opportunity to run him through. "How about no? I like my blood where it is, and I think my red blood cells would agree with that. It's not them, it's you."

The girl giggled with excitement as she used the other wall as a springboard to lunge at him. "Shy too! I knew I made the right choice in picking you, mister!"

 _"Oh great. A psychopath."_ thought Peter. He had dealt with the type far more than anyone would be comfortable with. He never liked dealing with regular thugs with a special inclination to cause as much death, misery, and pain for personal pleasure. He liked supervillains who were like that even less. Cassidy and his little 'family' were long dead, and Peter would be one of the first to admit he was happier for it. The world was a far better place without them.

The worst part was that these freaks seemed to have a special fixation with him in one way or another, and it looked like he was getting his own version of Shriek who was wearing Robert's old gear and a bloodstained helmet based on his mask.

 _"Yuck."_

"And don't worry about the age! Blood stays the same no matter how many years pass!"

"Six! Close your eyes!" Peter looked to the right and saw the leader lifting his visor.

What came out was light so bright, Peter felt as if he had just finished staring at the sun.

 _"Not good!"_ Peter's vision was white and filling with spots. He had no time to recover as the girl was getting ready to have another go at him. _"Time to trust the old Spider-Sense."_ Peter calmed himself and closed his eyes. Within seconds he felt a familiar tingle and an inclination that something was going to come towards his right shoulder. Peter reached up just in time to catch the girl's arm. Forgoing his usual acrobatic flair, Peter simply threw her towards her leader.

Judging by the one pained cry, it meant that the kid's already left the spot.

Peter heard the sound of a rocket-powered skateboard just as his Spider-Sense activated. Peter's head snapped to the side when a fist collided with his jaw. "Yeah! Ya like that!" More punches connected with Peter's body. He lifted his arms to defend his body somewhat while blinking away the white spots in his vision.

"Not so tough are ya, you creep!" Peter's vision had returned somewhat and through the five black spots in his vision he could see the leader doing a frontside kickflip while simultaneously activating the rockets on his right wrist. It nailed Peter in the gut while the Rocket Racer sped off. He doubled over while the Rocket Racer began turning. "The app promised big bucks to whoever could nail your ass! Ya hear that! The Rocket Racers are gonna make it big beatin' the ass of a Spider-Man wannabe!"

Normally, Peter would respond with some quip about the phrasing of those lines but he was too busy trying not to upchuck. _"He's using his rockets to give his punches momentum. Make them stronger and faster just like Robert used to."_ He glanced up only slightly. The Rocket Racer was shaking his right hand in discomfort. _"Guess the kid never had to throw a punch before this."_ If that was his reaction with flesh and bone, Peter had a simple way to end this.

He moved to the wall and leaned on it. "Come on rocket breath! I thought you were going to beat my ass! Hurry up while those designer jeans your mommy got you still fit!"

That seemed to light a fuse in the kid's head as he pressed the device that looked suspiciously like an iPod in his left hand. The rockets in his skateboard ignited again and he sped forward, reeling his hand back ready to punch. "You asked for this, old man!"

"Uhuh." Peter's moved his hand up, choreographing the act of shooting a web while closing his eyes. As expected, the Rocket Racer's eyes lit up like a sun if the dull light shining through the eyelids was anything to go by. Peter's Spider-Sense went off and Peter back-flipped as he jumped up. His hands stuck to the wall just as the Rocket Racer's fist went through the concrete wall and insulation.

"GYAAAAH!" The teenager screamed, withdrawing a hand with crushed fingers and blood seeping out of the wrist. "My hand! My...!"

"Let this be an important lesson to you!" Peter sent a web down, pulling the Rocket Racer up to him. "Before you start playing with big boy toys..." Peter let go, letting the teen fall for a second. As he screamed and came down Peter threw his fist into the visor Rocket Racer's mask, cracking it into two. The Rocket Racer's nose broke as he was sent flying back to the opposite wall. "Read the warning label!"

Peter shot a web after the kid, making the wannabe supervillain stick to the wall in a massive web.

Peter glanced down and began mentally counting the webbed-up punks. The dumpster was shaking, but other than that it seemed like the occupant had no means of getting out. "And the wannabe All Might makes five..."

Crap. One was missing.

At the end of the alleyway, right at the place where the Rocket Racers were about to escape to, was the unzipped jacket that all the Rocket Racers wore, gloves, knee guards, and a blood-stained Spider-Man helmet.

 _"Damn!"_ Peter jumped down in front of the items and ran past them, staring at the entrance to a semi-crowded park full of kids and their parents either playing or taking a walk.

Whoever the girl was, she was smart. She had gotten rid of all the telltale markers of her identity and had probably blended in with the crowd. _"She's probably taken off the rockets already."_

Peter couldn't go harassing every teenage girl he found rollerblading in the park to find her. Even if he did find a teenage girl with yellow roller blades that had some recently snapped off accessories, all she would have to do is scream and he would look like the criminal.

'What a day..." Peter groaned to himself, his shoulders slumping in defeat. All of this had to happen when he was doing laundry.

Not only was he going to have to go back and pray some jerk didn't just throw his stuff out of the dryer somewhere to do their clothes, he also had to think about the crazy slasher girl running loose in the city.

Things couldn't get any worse...

"You there!" Peter turned around to see two police officers running down the alley towards him with their guns drawn. "Stay where you are!"

Peter rolled his eyes. Of course. "Sorry guys, but we're going to have to put a rain check on the whole 'arrest Vigilantes' thing." Peter jumped up and shot out a web with each hand. One in his left to begin web-swinging, the other to snag his coffee mug and bring it toward him. Peter moved his head back to avoid the splash of liquid and swung away while ignoring the cries of the officers.

Peter looked down at the remaining coffee. While Peter could deal with losing the majority of the contents, he couldn't deal with the pieces of gravel floating on the top.

It just wasn't his day...

* * *

"Damn!" A police officer with the head of an orange Scottish Fold cat shouted as he and his partner ran out of the alley, her darling swinging away on his webs through the city and disappearing behind a tall skyscraper.

She watched from a bench in the park, the name escaping her at the moment. She had her earbuds on and an old iPhone she had gotten as a gift from a boy she loved in her hands, but she wasn't listening to it at the moment. It wasn't important and she wanted to be absolutely sure that she was in the clear at the moment.

She hadn't been able to evade capture for this long by being careless.

She looked at the two cops that were talking to each other. She had learned how to read lips years ago so that she could understand whatever her loved ones were talking about. When you were in love, secrets were something that shouldn't be kept. She spent hours on the computer watching totally boring YouTube videos learning how to catch the combination of subtle lip and tongue movement can form complex words.

Silly Subaru thought he could call his jerk friends, saying things like her being 'creepy' and 'won't give me any space'. He actually wanted to leave and thought going behind a closed door would keep her blissfully unaware of his uncool plan!

 _"But all that time was totally worth it. Besides! I broke it up with just the cutest cat videos!"_

Cats like the cop she was looking at.

"Man..." The regular boring officer next to... she was going to call him Officer Meow-Meow, sighed. "Great, now we have to put that on file to. I freakin' hate Vigilantes."

"Yeah. They ain't making our jobs any easier." Meow-Meow responded while pinching his cute little nose. She had to stifle a giggle at the gesture and pay attention. "We've got even more paperwork thanks to this Spider-Man wannabe. Though the question is..."

The two shared a look at each other before flashing out their hands, Meow-Meow had an open hand and the boring officer balled his fist. They did this once more, though Meow-Meow had his index and middle fingers out while the other officer balled his fist again. The final time, Meow-Meow did scissors once more and the officer did paper.

Meow-Meow smirked and held up his hand in victory. The other officer sighed in defeat. He began muttering something about being a loser at home but she looked away after that.

Whatever they were talking about was of no concern to her.

She was in the clear.

 _"And so are you, darling."_

Oh, she could find him... she was good at finding her loved ones. They could go all the way to Okinawa for a family vacation and she would find them.

But it was far too soon.

 _"Besides, it's not every day you fall for a man of mystery!"_ She giggled a bit while holding her cheeks. She felt the skin heat up from the sheer scandalizing joy of her newest crush.

She had never been a fan of Heroes. They represented the very thing that made this society so hard to live in. A society that would say her way of expressing love was sick, twisted, and 'villainous'.

But wasn't that what love was?

Love was something undefinable. There wasn't a clear picture of how it is supposed to be expressed, or how one could fall in love.

For instance, she fell in love with her darling at first sight.

She was watching TV after the passion she had with Kyosuke had run its course as it usually did. She had returned to his apartment with the key he had given her during his last grasps after they truly became one. Originally she was just going to watch some Teleporting Party Crasher, but something caught her eye on the news that prevented her from changing the channel.

Her darling standing beside All Might, bleeding from the ankle. Him being beaten by that Mysterio guy, and being so beaten from all he had sustained before that he couldn't get up.

She looked at videos taken through phones on the web. How he bled while he stopped a truck, how he was being beaten by the Prowler yet not backing down, him getting up when that cute boy came to rescue him...

He continued to bleed that soothing reddish-black liquid from his body.

The color of life. It sometimes reminded her of fire, something as wild and spontaneous as love itself.

And her darling gave just as much as he received. The way he destroyed Number One's hand and split his helmet, the precious liquid coming out in little flecks. Teeth flying out while blood continued to come out of the bottom of his glove like a leaky faucet...

 _"I'm so lucky I was able to control myself."_

If she began there in the alleyway floor, she wouldn't have been able to stop.

She wouldn't get another chance to meet her darling.

She had joined the Rocket Racers on a whim, hearing a rumor in school about a black market application called Power Broker. You could only get it if you were sent a link from a trusted source. If you got it secondhand, the application would wipe all the data on your phone.

She had gone to the delinquents of her school in the body of one of the girls she had fallen in love with a few years ago, Saeko, and offered to join in whatever they wanted to do. All she did was show a few knife tricks she had practiced and they let her in.

They were mean and no fun, but they were the means to an end anyways.

All to see her darling and to make him share a bit of himself with her.

 _"But he plays so hard to get... ah well, love is never supposed to be easy."_

Himiko Toga smiled to herself as she began playing a song she liked on the device, the sound of the Beatles filling her ears.

"{ _Tell me, tell me, tell me, come on tell me the answer~! Well, you may be a lover but you ain't no dancer~!_ }"

Toga hummed to herself as she got off the bench and began gliding on the path with her roller skates. She was just another face in the crowd now.

She would meet her darling again, and there she would make her love for him clear.

Age, gender, and all those things didn't matter when it came to love.

Only the blood did.

* * *

 _I wasn't just sitting around while Peter was fighting the good fight._

 _He made it clear from day one that I was the one who had to work towards being a Hero. He was just there to lend me a hand._

 _I couldn't wait for him to tell me what to do next. I had to come up with ways to improve myself on my own._

 _I could've taken out a few self-help books to work through my deep-seated insecurities, crippling lack of self-esteem, and nonexistent social skills…_

 _But no. I decided to put that on the back burner and focus on some more practical things._

 _Like doing something I would have considered completely and utterly insane a month ago._

 _The Ferris wheel helped a lot._

* * *

Izuku couldn't help but feel awkward in line. His hands clenched and relaxed while he peeked his head to the right to see the row of people his age and some even younger leading to the open balcony.

 _"Okay, Izuku. No big deal. It'll be your turn soon. You just have to stay here a little bit longer."_ Izuku looked out of the glass window to his left to see a few pigeons flying by. Down below were the roofs of Musutafu's other buildings and skyscrapers, looking far smaller than they did when he first arrived.

On the ground, they were giants. Up here, they looked like toy models.

 _"It's probably going to be a whole other story when I look down."_

Izuku had never been one to go on tours in tall structures aside from the two or three times he visited Might Tower. Hell, until a month ago, he wouldn't dare ride a Ferris wheel.

Now?

He was going out of his way to jump from the top of a skyscraper.

Standing at 2,250 meters tall, Bespi Tower was one of the tallest buildings in Musutafu. It was a gleaming glass tower with a slanted solar panel-lined roof that provided power to the businesses inside.

Bespi Tower was able to maintain its pristine exterior because of the high-altitude classes it sponsored.

Izuku knew about the Bespi Tower 'Drop Course' for years. It was a class where, for a couple thousand yen per person, people could practice using their Quirks or equipment that allowed them to swing, fly, or simply survive a fall from the two thousand meter drop. It was used both by thrill seekers and for aspiring Heroes who wanted to practice a bit before applying to Hero school.

Izuku stiffened when he felt a tap on his shoulder. He turned to see a boy his age with short blond hair combed to the side and grey eyes. His smile was small and thin, his eyes filled with amusement at Izuku's demeanor.

"Hello." He said in a polite tone that surprised Izuku.

Izuku gulped. Crap, he should say something quick before this guy thought he was weird! "H-Hi?"

"Sorry if I'm bothering you, but do you mind if I ask some questions about your Quirk?" Izuku blinked in surprise. Why was he suddenly interested in his Quirk? The boy chuckled a bit. "I understand it's a strange request and you're in your right not to tell me. It's just that my Quirk allows for me to temporarily replicate other Quirks and I would rather know how to use what I'm borrowing before I jump off a building."

"Amazing…" Izuku breathed out. He placed his hand on his chin and began thinking out loud. "I see… if your Quirk allows for temporary replication, it would make sense you wouldn't become an instant expert. You would need to know the basics. Not only that, but it would be hard to replicate Quirks revolving around high drops or flying as those take years to master but you have likely taken classes like this before so you must have some experience with…"

"Uh…" The blond's eyes twitched. "You're not wrong, but can you please not think about it that much? I can assure you that I'm well aware of my Quirk's limitations."

Izuku halted his mumbling and blushed. "S-Sorry…" Izuku rolled up his sweater sleeves to reveal his web-shooters. "I-I don't have a Quirk that allows me to fly or anything. I'm using these to get through this."

The boy hummed and looked at the web-shooters. "Aren't those heavy?"

"I-I got used to it and practiced."

"I see." The boy smiled, but it seemed to have a condescending edge to it. Like he couldn't believe Izuku would be able to get through this without a Quirk. Izuku couldn't help but kind of dislike the guy. "Sorry for bothering you." The blond teenager turned on his heel and began talking to the person behind him.

 _"Well, that's a return to form."_ Izuku thought to himself. It was kind of weird. He thought the guy would have asked if he was the 'Prowler Kid'. Yet it seemed as if the boy either didn't know or didn't care. On one hand, it was nice being treated like just another kid. On the other hand, the guy did look down on him for using gear rather than a Quirk for this class.

Gear Izuku spent hours building and training with.

"First time, huh?"

Izuku turned to his front to see a teenager his age looking back at him. He had black hair that was short in the front yet long in the back, stylized to be spiking downwards. His eyes were almond-colored, and he sported a grin that showed off impressively straight and long teeth. He wore a simple pair of jeans and a t-shirt that had the kanji for 'Millennium' on the center of a falcon's neck feathers. His elbows looked like tape dispensers with large cylinder-like protrusions that were sunken in at the center on each side.

"U-Um…" Izuku looked to the side, fumbling for something to say. The other teenager laughed.

"Hey man, no need to be embarrassed by it." He thumbed towards his face., "I can tell by the way you were shifting and stuttering."

"It was that obvious, huh?" Izuku took in a deep breath. "Y-Yes. Well, at least from this high up."

"Well, at least you got some practice in you before coming here." The boy thumbed over to the front of the line and Izuku saw a burly Hero usher in a sobbing teenage girl away the launching platform. "Too many guys try to use this as their first jump. They wanna rip off their fear like a Band-Aid and rush things, only to freeze up when it's time to make the jump!"

Izuku nodded. That made sense. People couldn't rush things like this, especially when you had nothing but your tools and wit to survive drops from this height. Practice is necessary to get used to the idea of falling as a step towards soaring through the city.

The teenager nudged Izuku, snapping him out of his thoughts. His grin hadn't let heft his face. "I was just like you, scared out of my mind. Trust me when I say this gets easier with practice."

"O-Oh… really?"

"Yup!"

A smile spread on Izuku's face. Not just because of the assurance, but because of the very conversation.

Izuku had barely spoken to his peers for years. He only did when they wanted to make fun of him. People went out of their way to talk to him only recently, and that was because he was 'famous' and they were amazed by how he had just gotten his Quirk.

It was as if Izuku Midoriya only was worth talking to because he had just gotten the thing that made him like everyone else.

But here?

He wasn't 'Quirkless Deku'. This person and even the condescending guy from before were talking to him as if he was a normal person! Someone they can converse with without the baggage of 'former Quirkless nobody' hanging over his head. It was amazing!

"Name's Sero by the way." The teenager grinned while extending his hand. "Hanta Sero."

Izuku gave a quivery smile and weakly shook the offered hand. "I-Izuku Midoriya. It's nice to meet you, Sero-san."

Sero blinked as realization dawned on him. "Say, I do know you from somewhere! You're that Prowler Kid from the news, aren't you?"

Izuku gave a nervous laugh. Well, there went a normal relationship. "Y-Yes…"

"Hey man, don't sweat it!" Sero gave him a hearty slap on the back. "It's no big deal. It just means you've got a bit of a head start on me."

"H-Head start?"

"Yup!" Sero's grin widened. "I'm gonna to be taking the U.A Entrance Exam in a couple of months to become a Hero!"

Izuku's heart fluttered. "S-So am I!"

"Well, isn't that a funny coincidence?" Izuku and Sero turned back to the the blond teenager who still had that same condescending smirk on his face. "I am planning on attending U.A too. Though…" The boy flicked his hair seemingly for dramatic effect. "If we're in separate classes, I can assure you that my class will be head and shoulders above yours. So don't think your moment in the sun will last for long."

His eyes bore into Izuku, who felt like a bug under a microscope.

"And you are…?" Sero asked.

"Now where are my manners?" The blonde bowed, his right arm extending upward to give the motion more flourish. "Neito Monoma, at your servi-"

He was interrupted when a packet of paper was slapped onto his face. "Okay, kids! Sign these forms!" A supervisor shouted as he tossed Izuku and Sero similar packets with pens. "These state that you are taking this course of your own free will! Bespi Towers will be providing safety precautions in the case of Quirk or equipment failure, but will not be responsible if…"

"Good luck!" Sero winked at Izuku who nodded graciously and started working through the liability forms in his hands.

 _"Okay. Sign here, check there…"_ Izuku tried to pay attention to the contents, but his eyes glazed over more times than he cared to admit. _"It's like they make this stuff boring and long-winded on-purpose so you can't tell what you can or can't do."_

He kept up with the crowd while reading and signing each individual page. It felt like hours, but Izuku managed to sign the last page of the packet. _"Finally! I'm done with…!"_

"Man! What a rush!" Izuku looked up to see Sero walking past him, his cheeks red and his hair disheveled. He patted Izuku on the shoulder and grinned. "Good luck out there, Midoriya."

"I...I…" Izuku's teeth began to chatter as he realized where he was. In front of him was the balcony he was going to jump off of. It was a hastily built plastic stepladder that reached the end of the open-air patio usually set up for businessmen to eat their lunches outside. On the right was a bored-looking attendant having a conversation with a Hero wearing a flowing red cape.

 _"No time like the present, Izuku."_ He gulped and slowly traded towards the edge and handed the attendant his packet. The man was saying something, but Izuku's ears might as well have cotton in them.

A million thoughts were whirling through his head at once. _"Oh god, I'm going to have to do this again. And in a city at that! The wind is going to really mess up my aim!"_ The attendant motioned to the platform. Izuku took off his shoes and walked up before peering over the edge.

It was a massive drop alright. The cars and people below were just specks from this height. The familiar feeling of vertigo set in and the ground got further and further away. His setules were already poking through the soles of his feet to keep him from stumbling over the ledge

 _"This isn't like the Ferris wheel! If I mess up here and the Hero can't catch me in time…!"_

The image of him becoming chunky salsa on the pavement flashed before his eyes.

What was he thinking? This was too much. He couldn't do this… He… he...

 _"The rest is a leap of faith!"_

Peter's words echoed in his head. The words he uttered when Izuku's fear kept him from taking that first step.

The words that reminded him that Heroes could be scared like anyone else, but they still kept going.

 _"I was able to jump then."_ Izuku took a deep breath and took out his mask from his sweatshirt pocket. He put it on, feeling his confidence return with every passing second. _"This is just the next step. One I decided to make on my own."_

Izuku glanced at the miniature city below before gazing up at the skyline, gilded by the setting sun. His middle and ring finger lightly touched the web-shooters to assure himself they were still there.

 _"Just a leap of faith."_

Izuku leapt into the open air.

He allowed his body to flip as his feet left the platform. For a second, time seemed to slow and the world went silent.

Izuku took it all in, the sun glistening off of the polished glass of skyscrapers, the lights from cars, billboards, and phones below glittering like a thousand stage lights, and the feeling of suspended animation that accompanied this blissful moment of freedom.

For a brief moment, Izuku didn't feel like he was plummeting to the ground.

He was rising.

Then reality set in and Izuku began to fall.

 _"Oh god, oh god, oh god!"_ Izuku's body twisted and turned from the speed of his fall and thebuffeting wind. His ears were filled with the sound of rushing air and his eyes watered as the ground approached faster and faster with each passing second. _"Okay, only one shot at this!"_

Izuku spun to look back at the rapidly shrinking roof of Bespi Tower. He launched his webs, his eyes squinting as they seemed to go up without hitting anything.

But Izuku knew they would reach their target.

He had faith.

Izuku felt a familiar tug on the webs and grabbed them. He pulled up, his muscles groaning as they were all stretched like a rubber band. He rocketed upwards a second later, sailing past several glass-covered floors. When the momentum of his ascent slowed down, Izuku launched another web to the right corner of the building. He held onto the rope as he swung around the building, spinning web after web as he ascended. Izuku was living a trapeze artist's wet dream as he spiraled and somersaulted through the air. He even pretended he was laying on something during those moments when he let go of the web and flew forward for a few seconds.

The grin spreading across Izuku's face could rival All Might's.

This was what Peter felt when he swung through the city every day.

The wind nipping at his face as he went higher and higher, the crisp, cool air seeping into his lungs, and the sun shining brightly in the distance.

Izuku let go of the web for a second and began to flip, holding onto his ankles as he rolled forward in the air.

"WOOOHOOOO!"

Before he veered out of Bespi Tower's range, Izuku shot two webs that hit the corners of the platform. He flung himself towards the platform, his feet ready to hit the plastic. _"Wait! I'll hurt my knees if I land like this!"_

He scrunched his body into a ball as soon as his feet touched the platform. He rolled over the stairs and onto the marble floor below. _"Ow, ow, ow!"_ Luckily, he stopped before he could bowl over the line. Izuku uncurled himself and sat on the ground, quickly pulling off his mask as he breathed in and out.

 _"Note to self: work on my landings!"_ Izuku continued to take calming breaths and rub his aching head and back as he looked up to see the gaping faces of everyone present..

"I should say something."

"T-That was crazy…"

The crowd burst into laughter. At first, Izuku thought they were laughing at him. But no, they were laughing at what he said. After all that swinging and rolling past the platform like a human wrecking ball, all he had to say was, 'that was crazy'!

"Dude! That was awesome!" A hand reached out and Izuku saw it was Sero. "And that's coming from a guy who swings too!"

"T-Thanks!" Izuku took the hand and shakily got to his feet. "I practiced a lot on my own before coming here."

"So you said." Sero looked at him from head to toe. "Big Spider-Man fan, huh? Guess that explains the whole Prowler thing!"

The adrenaline ran its course and Izuku felt his cheeks redden. "U-Um…"

"Hey, it's cool! I like him a lot too! Sure, he isn't as cool as All Might, but not many are." Sero shrugged before pointing to the web-shooters. "You made your own webbing too? How'd you do that?"

"S-Sorry. Trade secret…" Plus, Izuku was pretty sure Sero wouldn't understand even if he did try to explain the physics and chemistry behind it

"Hey, no sweat. We all got secrets." Sero grinned as he held out his hand. "Say, I hope to see you at U.A when we pass the entrance exam!"

Izuku smiled as he shook the teenager's hand. "S-Same! It was nice to meet you, Sero-san!"

As the teens waved each other goodbye, Izuku stayed to complete a small survey to get a free coupon book for his mom. He didn't mind. His brain was too busy replaying the stunt he just pulled for him to complain. It was electrifying and terrifying, horrible and wonderful all at the same time. It was so tempting to run back up and do it all over again. The rush he got from the Ferris wheel was nothing compared to this. He couldn't wait to start jumping off buildings on a daily basis!

The goofy smile on his face only widened as he finished that thought.

 _"Guess that solves my fear of heights!"_

After getting a complimentary picture of his jump, Izuku headed to Jakuri Park to show it off to Peter before going home.

Much to Izuku's joy and embarrassment, his mom framed the picture and placed it right by the front door.

* * *

 _Mom still has that picture and shows it to everyone she meets._

 _Peter was really proud that I went the extra mile with my training. It probably had half to do with him not having to come up with the idea himself and that I was really showing initiative with my drive to become Spider-Man._

 _For an added bonus, I met one of my friends for the first time before I even went to U.A._

 _We'll get back to Sero-kun and the others later._

 _But while I excelled at web-swinging, I wasn't getting any medals in other areas, including the one thing that almost every Hero needed to be good at.._

 _Fighting._

* * *

Izuku felt his confidence nosedive when Peter stifled a yawn with his hand for the third time. While the gesture was innocuous by itself, he was doing this while avoiding the punches Izuku threw at him.

"Come on, kid. You have to be quicker than this!" Peter casually stepped to the side as Izuku yelled and threw a punch with his right hand, his body lurching forward from the momentum. "You need to keep your body centered."

"Agh!" Izuku cried when Peter's foot hooked around his own. Izuku was eating dirt in seconds. Somehow the particles got through his cloth mask, making the wet feeling from the perspiration of his breath feel ten times more gross.

 _"Damn…"_ Izuku clenched his hands into fists, fighting the tears of frustration pooling at the corners of his eyes. They had been practicing for half an hour… well, practicing was being generous. It mostly consisted of Izuku humiliating himself by failing to land a single clean hit.

It wasn't for a lack of trying either. Peter told him outright that it wouldn't matter if they went overboard. He could take whatever Izuku threw at him, but he should try to hold back anyways so he wouldn't cripple someone in an actual fight. Izuku swung as hard and as fast as he could, but Peter dodged everything with ease. The older man didn't even need any fancy tricks or his signature acrobatics.

Just a few sidesteps here, a slight tilt of his head, a few hops back. Whenever Izuku got remotely close to hitting him, Peter countered and knocked him off balance.

 _"Did I seriously expect a different outcome?"_ Izuku may have studied the fighting styles of Heroes like All Might and even Bakugou, but he had never been in a fight before. Even his little run-ins with Bakugou were just Izuku flailing his balled-up fists while Bakugou landed well-placed punches in the gut and face. _"Peter has years of experience under his belt and I've only just started throwing punches!"_

How would he get into U.A, if he couldn't handle himself?

"You can't just put your all in every punch." Izuku looked up to see Peter reaching down to him. Izuku took it and listened to Peter as he got up to his feet. "First of all, it's a good way for any idiot with two brain cells to just trip you before ending the career of Spider-Man right then and there." Peter's voice dropped several octaves as he placed his hands on his hips. "I'll tells ya how I killed Spider-Man! I tripped him like a schmuck and hit him with a crowbar!"

"I don't think anyone talks like that…" Izuku looked to the side.

"Look, I'm just making a point." Peter jabs a finger in front of Izuku's face. "You need to stop leaning forward everytime you throw a punch and putting so much force into it! Anyone who's taken a karate class can easily nail you to the floor by using that against you!"

Izuku gaze trailed to the ground. "I-I'm sorry. It's just… It's how All Might fights and…"

Out of all the Heroes in his notebook, All Might was the one he had the most notes on. There wasn't a fact about the Symbol of Peace that Izuku didn't know, from the lyrics of 'Joy to the World For I Am Here' to the name of every single one of his super moves.

They were all a variety of punches with different amounts of strength behind them, each one named after a state or city in the United States. Each one was delivered with such confidence and strength that Izuku couldn't help but try to emulate them.

They represented how All Might's fights always ended: A few punches and a brilliant smile that put everyone at ease.

"Well, you certainly make his shtick suck."

 _"You don't have to be that blunt!"_

"Look, you know why the big guy can fight with only a few punches?" Peter raised his index finger. "He already knows how to throw a punch. Notice how his stances let him stand perfectly still? His body doesn't move because of the punch, and that's because he'd be leaving himself wide open." He lifted his middle finger. "He's also built like a tank. He has the speed and strength to fight like that. You don't."

Peter looked Izuku up and down. "You can do way more than just throw punches. You aren't a boxer, so don't act like one. Don't focus on just one way to hit a person."

If Izuku could slap himself without looking like a total idiot, he would have. _"Of course I can't replicate All Might's fighting style!"_

Izuku may have super strength, but a lot of All Might's techniques come from a combination of his strength and manipulating the air pressure his blows produced. He may lean forward a bit, but he was stationary when he wasn't sailing to a Villain to land a blow.

Izuku had the reflexes of a Spider, agility that's supposed to be married with strength and speed.

 _"Don't commit yourself to being like All Might."_ Izuku thought to himself as he squared his stance. _"Do what Spider-Man would do! I don't only have super strength, so act on that!"_

"So are you gonna start or…?"

Peter was interrupted when Izuku leapt forward, screaming at the top of his lungs with his first reared back. "Whoa! Look at you go!"

 _"Don't commit to it, but make it look convincing!"_ Izuku opened his mouth and shouted a single word, "SMASH!"

"When I said don't just copy your favorite superhero…" Peter didn't move and easily caught Izuku's fist. "I didn't mean you should copy Hulk instea-!"

 _"He bought it!"_ Izuku slammed his left foot to the ground and kicked off. Using his arm as a pivot, he pulled his entire body up, his spine folding and twisting like a rubber man's as his legs swung towards the side of Peter's head. His mentor turned just in time to see Izuku's feet crash into his face. Using it as a springboard, Izuku jumped away once Peter's grip had loosened and backflipped in the air.

Izuku grinned from beneath his mask as he landed on the ground. _"I-I did it! I hit him!"_

He finally managed to outmaneuver Spider-Man!

Izuku's joy was cut short when he felt a foot hit his back and was greeted by the famliar taste of asphalt. _"Where the hell was my Spider-Sense there!?"_

"Don't lose focus in a fight! The moment you let your guard down is the moment you get your ass kicked!" Izuku rolled onto his back to see a grinning Peter with his face looking a bit red. Otherwise, he looked unharmed. "Still, nice job! You managed to pull one over me. Now…" Peter raised his hands, his fists clenched in preparation for a fight. "Think you can do that again?"

Izuku groaned as he rested his head on the ground again.

This was going to be a very long day.

* * *

 _It took a while before I could land a few more hits on Peter, but he could still run circles around me if he was serious._

 _Comes with the territory of being Spider-Man for years on end._

 _While I am grateful that those lessons allowed me not to get my butt kicked too badly in the years to come, testing out my other powers was so much cooler._

 _Testing if my phasing ability would short-circuit electronics, how thin the bottoms of my shoes would have to be before the setules could get a grip on the wall, how fast I could get through the park with my web-shooters without stopping save for hopping off points…_

 _However, it wasn't all fun and games._

 _It got kinda gross at times._

* * *

"Okay, time to test this thing out." Peter handed Izuku the waded ball of ground beef, pork chops, and a few strands of Peter's hair.

"Is this really the best way to experiment with my phasing power?" Izuku asked cautiously while Peter raised an eyebrow.

"What, do you expect me to hold your hand and be the guinea pig to test if you can phase someone through a wall?" He pointed to Izuku. "Look, what you've got looks way different from Kitty Pryde's power. She could phase other people with her no problem. You? I'm not too sure about. Plus I've seen enough sci-fi crap both in movies and my own life to just assume that I'll be fine."

Peter pointed to the ball of meat. "That will at least give us an idea what might happen if you phase while holding onto someone. If nothing happens, I'll have one weird meal for dinner and you'll know you can use this on other living things. If not? Well, at least I've got the leftover meat to cook up."

"Alright..." Izuku could see the logic behind this test, and it would be useful seeing this now rather than experiencing the possible negative results later. Despite his self-assurance, Izuku still felt awkward holding the wad in his hands. _"But it's better than the alternative. If I tried this while rescuing someone and something went wrong…"_

He shivered at the thought. Best not to think like that.

Izuku breathed in as he walked towards the structure that was once a shooting booth. He glanced to the side to see Peter filming this with Izuku's phone, muttering under his breath about "stupid layout design". Ignoring him for now, Izuku closed his eyes and thought back to the events that first triggered this power.

His feeling of helplessness at the Prowler holding him, her claws only a few feet away from skewering him.

 _"Hang onto that. Hone it, and make it your own!"_

Once he felt his body shake, Izuku opened his eyes. He did his best to ignore how his vision of the wall seemed to be warping, the colors taking on red, green, blue, and purple hues at random locations while the sound of TV static filled his ears. He walked forward and found himself going through the wall and entering the booth behind a moss-covered counter. After a quick look around to make sure his body wasn't in any solid objects, Izuku willed himself to stop. _"I hate it when it does that."_ Izuku thought as the queasy feeling subsided.

He looked down at the ball and screamed, "EEEK!"

"Whoa, whoa!" Izuku looked up to see Peter on the ceiling. "Relax kid! It's just some..." He dropped down and looked to see the result of the experiment. "Oh... ew."

The meat had fused into a warm gelatinous blob that stuck to the bones of the pork chops, which now had Peter's hair growing from it.

The two spider-powered men gawked at the unholy abomination until Peter broke the silence.

"And _that's_ why we do these experiments."

* * *

 _I couldn't eat dinner because of how freaked out I was._

 _Still, the training with my phasing ability allowed us to discover its limits. Peter had already expected that phasing through electronic equipment makes it short-circuit thanks to the drill I accidentally wrecked during the first test._

 _But as my web-shooters and a forgotten cell phone in my pocket showed, equipment wouldn't be affected if I was carrying it._

 _We also hung a pork chop from a wall to test if I could phase through people and… well, the less said about that the better._

 _The point is I could phase through inorganic things without a problem… so long as they weren't electrical or had complicated mechanical parts._

 _Living things were a no-go unless I wanted to mess something up._

 _Once we worked out the kinks of that power, we decided to focus on the only power that still eluded us._

 _The Venom Strike._

* * *

Izuku ground his teeth as the sound of static filled his ears again. _"Not again!"_ With a groan, he let himself calm down and clutched his stomach as the phasing state went away.

"Well, that was a bust." Izuku looked up and caught the bottle of ginger ale that Peter threw at him. Peter slicked back his hair as he paced in place. "Okay, it's pretty obvious that fear isn't cutting it for your Venom Strike."

Izuku unscrewed the top and drank a few sips to help calm his stomach for the upteenth time. "B-But I don't understand!" Izuku shouted, his hands clenched into fists in frustration. "This is how I felt when you snuck up on me! I was scared so why…?"

It was humiliating. Months of practice and numerous tests had produced nothing. Not even a slight hint to what could activate his 'Venom Strike', as Peter had decided to dub it.

 _"If I could just figure out how it works, then… then…"_

Then he would have something that could end a fight within minutes. Like how All Might would end a fight in a single punch, Izuku would be able to stop a threat with a tap. Sure if Peter's reaction was any indication, the victim of the Venom Strike wouldn't stay down for long.

But it would be long enough for the Villain to be properly restrained.

If only he could just figure this out…

"Man, did I really look that scary to you?" Peter grumbled as he motioned to himself, dressed in a pair of jeans that barely fit on his waist and a white shirt with a pink heart at the center. "That just hurts my feelings."

Izuku blushed. "Well, I couldn't help it! You snuck up on me and grabbed my shoulder so I thought I was being mugged by a Villain and…"

"Hey, hey! Calm down, kid!" Peter sat on a rusted metal stool and crossed his arms. "Okay, let's review again. You were scared when I surprised you and you moved your hand to grab me… why?"

Izuku shut his eyes. "I-I don't know. Maybe it was just an unconscious move?"

"Nah, that can't be it." Peter rubbed his chin. "I mean, if your powers are based on emotion and being scared just brings out the phasing ability… That means more than one thought was going through your head."

"Like what?"

"How should I know?" Peter shrugged. "I'm not a mind reader. But you need to think. What was it that you were feeling? What would make you try to grab at me?"

Izuku bit his lip before looking down.

What was it? If his act wasn't entirely subconscious, what would make him try to grab at Peter?

 _"I mean, I was just scared wasn't I? It can't be more complicated than that."_

Izuku thought back to that moment. The moment when Peter grabbed him right as Izuku was pondering the implication of his new powers. Him, a formerly Quirkless kid who, for just a moment, thought he was being mugged.

 _"What was it? What could have I been thinking?"_

If he didn't have his Venom Strike and he just grabbed Peter…

 _"I probably would have thrown him or something."_ Izuku's eyes widened as realization hit him. Why wouldn't he? He wasn't helpless and he had the power to fight back. _"So that means… I was angry?"_

Angry… yes, that would make sense.

Angry for years of being pushed around for being Quirkless. For being helpless whenever he tried to stand up to Bakugou and his friends. Now he had amazing powers that others would kill for. Why would he jcower if he thought he was getting mugged?

 _"Pfft, what an idiot! How can you even try to stand up to Bakugou, Midoriya?"_

 _"If you couldn't beat him up then you shouldn't have bothered!"_

 _"Why can't you just see reality, Midoriya? You're never going to be a Hero! Not like Bakugou!"_

 _"Stay in your place, Deku!"_

"Kid!"

Izuku looked down at his hands and saw little sparks of green energy dancing on it. _"Is that…?"_ There was no mistaking it. This was what he saw hit Peter when they first met! _"And this feeling…"_ A new, wild energy was coursing through his veins, raring to be released at a moment's notice. Electricity was arcing from his head to his toes and a smile spread across his face. "I-I did it, Peter-san!"

Izuku looked up to see Peter backing away from where he stood a few seconds ago. "Hey, don't blame me." Peter shot an accusing glare at Izuku's hands. "I'm not exactly jazzed about the idea of getting shocked again."

Well, he couldn't blame Peter for that.

"Still, this is cool!" Peter grinned while Izuku looked at his hands in wonder. "Izuku, you were able to crack the secret! Would've been nice a few months ago, but hey better late than never. Still, how'd you do it?"

Izuku had to contain his giddiness as he quickly explained, "W-Well, I was thinking about how I was feeling at the moment! I was scared, but I had just gotten my powers when I was just Quirkless Deku only a few days ago! I wouldn't just be scared at someone trying to mug me! I would have wanted to…"

Whatever joy Izuku felt evaporated along with the electricity. _"I wanted to hurt someone just because I wasn't a weakling anymore."_

Anyone could argue that the feeling was understandable, but it just made him hang his head in shame. _"What kind of Hero would want to do something like that?"_ A Hero was meant to defend the weak and beat Villains because it was the right thing to do, not because he had a chip on his shoulder.

Izuku felt a hand on his shoulder, making him look up to see Peter's calm face.

"Man, never thought I would be giving a speech like this." Peter muttered to himself. He sighed and got down to Izuku's eye level. "Izuku, I know how it feels like. Years of getting talked down to because you weren't like the cool kids, getting power all of a sudden… It makes you realize how much you don't want to take the world's crap anymore."

Izuku looked away. "But I shouldn't feel like that. It isn't the world's fault I was…"

"And you shouldn't, but you need to keep something in mind." Izuku looked back to Peter who had his lips pressed in a grim line. "When you get angry, remember everything you went through and make sure nobody is going to feel like that when you're around.. And Spider-Man… well, it's kinda his duty to scare off the bullies and help those that were being picked on." He smiled, and Izuku felt his spirits lift a bit. "Sometimes, it has to be done with your fists… but only when necessary. Violence isn't what defines a superhero."

 _"So… I just have to channel this feeling towards helping people?"_ Izuku didn't feel like it would be that easy. It still felt selfish, like he was just venting his troubles on other people.

"And hey, don't think you need to take it out on some supervillain." Peter ruffled Izuku's hair. "I'm here, and I bet your mom would love to listen." He grinned at Izuku. "Trust me when I say we both understand that being a teenager is just the worst."

Izuku grinned lightly at that. It didn't solve all his worries, but it felt nice.

 _"I'm not alone in this…"_

"Alright kid, I need you to shock me again."

"Huh?" Peter let go of Izuku and hopped in place, shaking his hands in preparation.

"Come on! Hurry up before I lose the nerve!"

"B-But I…!"

"Do it now, Izuku!"

"I can't do it just like that!"

"You better if you wanna know how this thing works!"

Well, there was no arguing with that!

"Izuku… you know what? Maybe we should do this tomorrow when…"

"GYAAAH!"

If anyone was looking in the general direction of the park, they would have noticed a flash of green.

* * *

 _After Peter's sacrifice for the sake of research, we figured out that the Venom Strike had its own limits._

 _For one, I couldn't do it again right after I shocked someone or something just before._

 _Peter thought it was because such a sudden burst of bioelectricity required time to recharge._

 _We met the next day and tried it again, and I was able to see the sparks fly…_

 _Okay, stop looking at me like that. You know what I mean._

 _We guessed that it took around a day for it to recharge so it wasn't exactly the ultimate move I had envisioned._

 _Still, it was a hell of an ace-in-the-hole for me to have._

 _All these advances in learning how my powers work made school bearable. For the most part, I was able to ignore how people were looking at me or talking about me, which would have made me a nervous wreck before. Now I was thinking about how I could improve things like my landings or different moves I could use with my phasing._

 _My notebook was filled with sketches on possible moves and even some ideas for a costume._

 _My teacher still hit me on the head sometimes when I let my mind wander too far._

 _Still, like I promised Peter, I didn't let my grades slip._

 _Wish I could say my relationship with Kacchan improved the way my grades did._

 _But before we went to U.A, we managed to get to a point that he wouldn't beat me up on sight._

* * *

Izuku quickly walked down the hallway, praying he would make it to the cafeteria in time. _"If I hurry I can get the katsu bun!"_

He could even get two if he made it before the crowd formed. The item was so popular and special that most of the time they ran out right when Izuku finally made it to the counter.

But this time it was different. For one, Izuku could power walk faster than the average kid could jog nowadays.

He could also put a tiny bit of spider-strength into his strides so he would practically fly down the hallway when no one was looking.

School life felt surreal at times. He had the powers of Spider-Man, he trained with Peter Parker in his spare time, he studied material way more advanced than anything someone his age should know, and he was no longer the school outcast.

His popularity from a few months ago had diminished somewhat, but now people seemed to be willing to include him in hangouts. Izuku had been shocked when he was invited to the arcade by a few of his classmates, but he turned them down. In fact, he turned down all of their offers to hang out with his peers.

It partly had to do with his training with Peter.

Another part was that even Izuku knew they weren't genuine.

It was a cynical to think about, but these were the same people who wouldn't give him the time of day until he got his 'Quirk'. Why should he even pretend he was suddenly anxious to be friends with them?

 _"No, stop thinking like that."_ It was disturbing how frequently these thoughts came to mind. _"Besides, it won't make that big of a difference."_

In a month, he'd never see them again.

Even now, it was insane to think about. Just a month until he takes the U.A Entrance Exam to earn a ticket to the school of his dreams. He would never return to these halls and could have a fresh start.

Well, a mostly fresh start, since Bakugou would be attending too but…

"Deku."

Izuku stiffened in place, his eyes growing wide in horror. _"Spider-Sense, you have failed me again."_ Izuku slowly turned to see Bakugou leaning against the wall with murder in his eyes. As usual, he was slouching and had his hands in his pockets. "U-Um…"

"Thought you'd come down to the cafeteria this way." Bakugou clicked his tongue as he walked forward. "Never did come around this way too often. So if there was anywhere you wanted to slink off and hide like a coward…"

Izuku looked to the side, not willing to meet Bakugou's gaze. It was true that he had chosen this route because Bakugou didn't go down to lunch this way. It was the easiest way to avoid him. If Bakugou had decided to stake out the area, Izuku's his Spider-Sense would alert him so he could take an alternate route. At least, that's what was supposed to happen. "I-It's not about me being a coward, Kacchan." Taking a gulp, Izuku looked back at the blond who was glaring at him. "It's just that I don't want to fight you."

"Trying to delay settlin' the score as long as possible?" Bakugou's glare seemed to darken even more, and Izuku found himself to be a bit nervous.

He knew Bakugou enough to know that his childhood friend needed to fight him. To Bakugou, Izuku had been hiding a Quirk for years and was laughing at him behind his back, the logic of it be damned. Not only that, but now Bakugou needed to prove to himself that he could still beat a 'weakling' who now had the power to potentially be his equal.

It was Bakugou trying to prove that he was still the best.

 _"I feel bad for him, but why should I get dragged into a fight he wants to start?"_ Izuku clenched his fists and looked at Bakugou in the eye. "No, it's not that." Bakugou's glare didn't diminish. "Kacchan, I don't want to fight you. It's as simple as that. I-I mean, if we're going to the same school, shouldn't we…"

"Yeah, that's right." Bakugou nodded to himself. "You're taking the U.A. Entrance Exam. Well then, that's fan-fuckin'-tastic for me."

"Huh?" Well, that put a stop to the speech Izuku had been reciting in his head.

"Why should I be wasting my time trying to take you down here when I can just wait for the entrance exam?" Bakugou took out his hands from his pocket and miniature explosions went off in his palms. A sneer spread across his face. "That's where I'll crush you and all the other pissants who think they're on the same level as me!"

His scowl returned as he pointed his still sparking finger at Izuku."So just you wait, Deku. I'll beat you down even if you have a shitty Quirk now." He turned around and stomped away. "Quirk or no Quirk, you're still just a shitty nobody, Deku."

 _"Well… that's new."_

Still, it raised some questions. Was Bakugou taking his mom's criticism to heart? _"It even makes sense! Why put his admission into U.A in jeopardy when he can just wait for the entrance exam to show me up?"_

It was nice to know Bakugou wasn't putting his future at risk, but it still hurt.

 _"Does the idea of me having power really make you hate me that much, Kacchan?"_

Izuku opened his mouth to say something. About how he wouldn't hold back against Bakugou or how he hoped they'd both do well.

But by the time a sound came out of Izuku's throat, Bakugou had already gone down the steps.

Izuku sighed and continued on his path to the cafeteria, but at a much slower place.

 _"I guess we'll settle the score during the entrance exam."_

The idea of finally settling things didn't do much to lift Izuku's spirits.

To pour salt in the wound, he was too late to get the katsu bun for lunch.

* * *

 _Kacchan was something else back then._

 _I hadn't noticed it at first, but his standing in our old school took a turn for the worse._

 _Oh, people still talked about how awesome his Quirk was, but now they debated whether his Quirk was as great as mine. Apparently, those humiliations he endured gave them the confidence to say this kind of thing in earshot of him._

 _A glare would make them shut up, but in time they stopped being scared._

 _It was as if they realized that if he wanted to get into U.A, there wasn't much he could do to get them to shut up without putting himself at risk. In a month, he'd never talk to them again, so why not talk bad about him?_

 _Kacchan tried to keep his cool, but it was obvious that what they were saying was getting to him._

 _He had gone from king of the school to just another kid in a couple of months._

 _Even Kohei and Masashi stopped hanging out with him. Sometimes they would pick on younger kids, but they had completely separated themselves from Kacchan. The logic was there: He wasn't putting the fear of God into others anymore and they weren't going to be kings of the school by being in his social circle, so why bother?_

 _I felt sorry for him. Really._

 _I can't imagine what it feels like to have people that once sung your praises turn on you in a heartbeat._

 _Maybe if I reached out to him earlier…_

 _Nah, Kacchan was never one to open up._

 _Anyways, I had my own things to worry about. Like trying to keep Mom from worrying about me staying up late at night, training with Peter, and even trying to make Peter's place a bit more homely._

 _It was the least I could do to repay him._

 _You know, it's a funny story, but on one of my little shopping trips I met…._

* * *

"Huh. You're new."

Izuku squeaked in surprise when he heard a voice just behind him. He would've dropped the boombox in his right hand if not for his Spider-Reflexes. _"Good thing I didn't, otherwise I would go over budget with this gift!"_

His savings were dwindling enough as it is. Learning how to become Spider-Man was a lot more expensive than he had anticipated.

Izuku turned around to see a girl around his age with short, dark purple hair with an asymmetrical fringe. She had two lighter streaks shaped almost like sound waves on the sides of her head. Her onyx eyes were staring at Izuku, her small right eyebrow quirked up at his reaction. She wore a long-sleeved white shirt with the logo of the band 'Deep Dope' scrawled on the center and a denim short-sleeved jacket over it which had the symbol of a cartoon bomb on the left shoulder, matching her jeans.

But what stood out the most was her Quirk. They were plug-like earphone jacks hanging from each of her earlobes at the end of two thin cords. The two cords swayed with each slight inclination of her head, indicating their flexibility.

"Not often Hatchi gets new customers. Usually it's just me and a few regulars looking through the bargain bin or getting the latest Deep Dope album." Her eyes glanced at the boom box in Izuku's hand and she nodded in approval. "Going old school, huh? I can respect that. Too many people go straight for turntables."

Izuku just stared at the girl who was so casually talking to him and giving him the time of day. Only one thought went through his mind at that moment.

 _"I'm talking to a girl!"_

Okay, so he wasn't _really_ talking to her if you wanted to get technical about it.

But still, this was amazing!

Most of the girls in his school never talked to him! They avoided him due to his Quirklessness or found his Hero fanboyism both sad and weird. His mom and Mitsuki were the closest he had ever gotten to having contact with the opposite sex.

Now he was actually face-to-face with one who wanted to talk to him!

"Uh… you okay, man?"

Izuku blinked and realized that he had just stood there and quietly stared at her. _"Oh crap, she must think I'm weird! Okay Izuku, you need to be cool! Say anything before she starts backing away!"_

"S-sorry. This is the first time I've talked to a girl!" Izuku let out a nervous laugh while scratching the back of his neck.

 _"You idiot!"_

"A-Ah!" Izuku waved his hands while sweat beads dripped down his face and neck. "I-I didn't mean that! I mean, of course I've talked to girls but this is… um… I…" He bowed his head in shame. "I-I'm sorry."

For a few agonizing seconds, not a word was said between the two. He felt his stomach knot. His first opportunity to talk to a girl his age without any baggage and he blew it!

He cringed even harder when the girl snorted and laughed at his pathetic display. "I-I'm sorry!" She seemed to notice the look of utter horror on Izuku's face. "It's just… man, that was not what I was expecting when I decided to talk to you."

"I-I'm sorry…" he muttered, looking off to the side. Great, now she thought he was lame.

"Hey, chill. I'm actually relieved." Her laughter died down and was replaced by an amused smile. "Usually, people look at me like I'm the weird one."

"Huh? Why?"

"You really don't talk to girls much, do you?" She motioned to herself and Izuku got the message. If most people look at her they would jthink 'tomboy'. "Anyways, like I said, it's no big deal." She lifted her hand and offered it to Izuku. "Kyouka Jirou."

Izuku felt the weight of embarrassment on his chest lift as he took the offered hand, but sent a silent prayer to whoever was listening upstairs for his hand to not be sweaty. "I-Izuku Midoriya. It's nice to meet you, Jirou-san."

"So what brings you here, Midoriya?" Jirou asked casually. "No offense, but you don't look like the type who comes to music stores."

It was true. Izuku bought all his music online or had CDs mailed to him if they were a Hero's debut album in the music business.

But the day for the entrance exam was a week away and Izuku wanted to give Peter a token of his appreciation. He didn't have enough money for a MP3 player and he figured Peter liked old-school stuff anyways.

Hence the boombox that played cassette tapes.

"W-Well, I came for my tutor," Izuku replied. "He's helping me prepare for the U.A Entrance Exam."

"No kidding?" Jirou's jaw dropped slightly before she grinned. "That's cool. I'm going to be taking it too."

Man, first Sero and Monoma and now Jirou?

 _"I must be a magnet for U.A applicants or something."_ Izuku smiled. "T-That's great! Maybe I'll see you during the test!"

"Maybe. Who knows?" She pointed to the boombox. "So that's for your tutor, huh? You got any tapes for it?"

Izuku blushed in embarrassment. "Actually… that's what I'm looking for. Y-You see, I don't really know what he likes."

"Really?" Jirou rubbed her chin. "Well, I know my way around Japanese and Western bands, so maybe I can help."

"That would be great!" Izuku bowed, an action he already felt pretty silly about. "Thank you so much, Jirou-san!"

"Okay, okay! Get up before you embarrass us both!" Jirou's tone was still light so Izuku didn't feel too mortified. She crossed her arms and looked into Izuku's eyes. "Okay, so spill."

"A-Alright…" Izuku closed his eyes. He needed to give as little information as possible but enough for her to get a clear picture of Peter. "Well… he's old and American."

"Okay, so Western music is a go." She hummed. "Does he like Classical or Modern?"

Izuku remembered when he played a recent rock song that was at the top of the charts in America for Peter.

 _"Jesus Christ kid, turn that off! It sounds like they're murdering the damn guitar!"_

"Classical," Izuku said without hesitation. "I-I know a few classical artists from America like Post Malone and Beau Young Prince, but I'm not sure that's something he would like."

"Really? Not a fan of rap?"

"No." Izuku thought back to Peter's graying brown hair and mischievous grin. "It doesn't fit him."

"Still going to need a bit more to go on." She motioned to several cassettes. "I mean, there's a lot to sift through. A lack of rap only narrows it a little."

Izuku bit his lip and thought back hard. His eyes lit up in realization. "Oh yeah! When he cooked…"

"Your tutor made meals?"

"For himself." He was glad Jirou didn't pursue the topic and motioned him to continue. "He began singing something to himself. I couldn't catch everything, but I think he said…" Izuku dug into his memory before saying in English, "{Rockaway school?}"

"{Rockaway school… Rockaway school…}" Jirou tapped her foot for a second, her brow furrowed in thought, before she grinned and snapped her fingers. "(Rock and Roll School!} The Ramones! Now that's _really_ old-school!"

"R-really?"

Jirou was already digging into the cassette pile. "Oh yeah. One of the greats. Punk wouldn't have existed without them!" Jirou turned back around and handed Izuku a stack of cassettes. "Your teacher has good taste."

"T-Thank you so much, Jirou-san!"

She waved him off. "Ah, don't mention it. Glad I could help, Midoriya."

The two talked some more as Izuku brought his haul to the counter and paid for it. When they left the store they parted and wished each other well, hoping to see one another again at the U.A Entrance Exam.

Still, one thought wouldn't get out of Izuku's head.

 _"I actually hung out with a girl…"_

* * *

"{ _Spider-Man~! Spider-Man~! Friendly neighborhood Spider-Man~! Wealth and fame, he's ignored! Action is his reward~!_ }"

Peter waved a hand at the boombox, his other one dragging down his face while his cheeks reddened in embarrassment. "Okay, okay! Turn that off already!"

Izuku had to hold in his laughter as he pressed on the stop button, halting the Ramones' version of the Spider-Man theme song.

Apparently, while the Ramones did exist in Peter's world, they did not sing the Spider-Man theme. The theme and lyrics did exist, but it was j a song that street performers played and the band U2 did a cover of one time on their 360 Tour.

Peter called not trademarking it 'the single worst financial decision of my life'.

"So… do you like it?" Izuku asked Peter with a small bashful smile on his face.

"Yeah, yeah." Peter removed his hand from his face and shook his head in disbelief. "The Ramones actually sang that song here? That is both awesome and weird…"

"The actual theme song from the 1960's cartoon is pretty catchy too."

"Hold off on having me listen to it." Peter walked over to the cassettes and began sifting through them. "Man… and a girl helped you pick these out?"

Izuku's cheeks flushed. "U-Um, yeah. Jirou-san really knew her stuff. If she hadn't helped me out…" A new wave of nervousness washed over him when he notices Peter giving him a look. "W-What?"

"Nothing." Peter flashed a mischievous smirk. "Just… be ready, OK? And come to me if you need any advice. I mean, you're starting a bit earlier than me but…"

"Starting earlier than…" Izuku's face reddened as the realization hit him. "N-No! It's nothing like that! Jirou-san and I just met and…!"

Peter laughed. "Will you relax, kid? I'm just messing with you!" He shook his head. "Still, get ready, kid. If you're experiences are anything like mine, then you're going to become pretty popular with the ladies."

 _"M-Me? Popular with girls?!"_ That was ridiculous! _"But Peter got a bunch of girlfriends in the comics after the spider bit him, so does that mean…?"_

Just thinking about it made his head spin.

"Here's a bit of free advice before you hit the dating scene." Peter jabbed his finger at Izuku. "Do. Not. Date. Supervillains. Not even morally ambiguous cat burglars."

"I-I wouldn't!"

"Yeah, that's what I said too. But every member of the opposite sex on the other side of the law seems to enjoy wearing as little as possible or too much leather, and…" Peter shook his head. "Ah, forget it. Just keep that in mind before you head to school."

Izuku's legs quivered as he processed what he just heard. This was not the kind of discussion he had been expecting to have with Peter.

"You didn't have to get this for me, Izuku."

Izuku looked to Peter as the man stared at the boombox. "I mean it. You're already spending a lot of money to make my life here a bit easier. Something like this…"

"B-But I wanted to!" Izuku shouted, steeling himself before he continued. "You believed in me, spent so much time teaching me even when I made mistakes. You're spending so much time helping me into U.A when you could be using that time to get home…" Izuku's hands clenched into fists. His whole body trembled as he fought back tears. "And because of that, I will forever be grateful to you! You're helping me so much, and I will do anything I can to repay…"

"Okay, I'm going to stop you right there." Peter sighed and walked over to Izuku. "Kid, I'm helping you because I want to. I appreciate it, but never think for a second you 'owe' me anything." An easygoing smile spread across Peter's face. "I'm just the guy trying to make sure you're going to have an easier time than I did as Spider-Man. So turn off the waterworks before you make me feel like crap."

Izuku wiped away his tears. Even if Peter said that, he couldn't help but feel indebted to the man. _"Almost ten months and he's still trying to help me become a Hero."_

He couldn't imagine getting this far without Peter, regardless of what the man said on the matter.

"Alright… now let's get started on training!" Peter turned around and began running. "You've got a week before your test starts, right? Time to see what you've learned!"

Izuku began to follow Peter, but stopped himself and glanced back at the boombox. _"Maybe…"_ He ran over to it and ejected the cassette. He chose another one in the pile and inserted it, pressing play on the stereo system.

"Come on, kid! Let's get moving!"

"Coming!" Izuku shouted as he ran after his mentor just as the music began to play.

"{ _Hey-Ho! Let's go!_ }"

* * *

 _The last week before the exam was brutal._

 _Imagine everything I did before, but ten times more difficult._

 _More laps around Musutafu, added weight to the ball of appliances to increase my strength, running through a bunch of walls while phasing…_

 _We stopped doing the last one on the second day because I wouldn't stop puking after four walls._

 _I embraced it all with gusto. I had to. This was my last opportunity to cram everything I have learned and apply it. I didn't have time to laze around or take it easy. If I did, I might as well not bother._

 _We also learned that I couldn't use the web-shooters during the exam since they are not needed to use my 'Quirk'. It stunk, but if I wanted to pass I had to play by the rules._

 _Peter didn't see a problem with it, as there were times he had to continue to a scene of the crime after running out of webbing._

 _Getting around the park without web-swinging was harder, but being a Hero means being prepared to get going even if things get tough._

 _I practiced constantly, both hoping and dreading the day of the test._

 _And before I knew it, it was the night before the scariest day of my life._

* * *

"Heading out again, Izuku?"

Izuku gulped and turned around to see his mom staring at him with her usual worried look. She had been giving these far more often lately, which did nothing to alleviate his guilt.

He would often make a variety of excuses as to where he was going. From hanging out with classmates to going to the movies. Izuku made sure to keep the details as brief as possible so that his mom wouldn't follow up on them.

Not his proudest moment, but Izuku knew his mom. If he said that he was training, Inko would want to know details and search for information on her own to find out if the organization was legit.

"Just… heading out for a run!" Izuku said with a grin he hoped didn't look too forced. "Tomorrow is the big day, so I want to get in one more workout. If I don't then…"

"Izuku…" Inko bit her lip before looking Izuku in the eyes. "Sweetie, I know you deserve privacy… but I wasn't born yesterday."

Izuku looked to the side in shame. _"She figured it out already, huh?"_

"You go out every night and don't tell me the names of your friends." Inko continued, her arms crossed under her chest. "The only one you do talk about is Katsuki-kun, but you two haven't been… well, you know."

Oh, he did. While he never told his mom who it was that beat him up when he was younger, his mom seemed to pick up that it was Bakugou who did it. She had told Izuku to just avoid him and stay strong, and Izuku stopped her from calling Bakugou's parents about it.

But that only made things worse, and the pain his mom kept bottled up seemed to grow from Izuku's refusal to have her do anything.

"I-I know that you're going through a difficult time." Inko let out a sigh. "God knows I did when I was your age. But… please tell me where you are going, Izuku. I need to know."

The pleading tone in her voice dug into Izuku like a knife. _"She knew I was lying and said nothing?"_ Just what had she been going through while he was away? Worried that he was doing something bad, or just involved with something over his head?

And right after nearly dying at the hands of the Prowler…

Izuku remembered her tear-stained face from that night.

Surely Peter wouldn't blame him for this?

"I-I'm sorry, Mom." Izuku clenched his eyes shut as he braced for the worst. "I'm… seeing a tutor."

The next few seconds seemed to stretch on far longer than they should.

Inko's reply came at a surprise. "Izuku, why didn't you tell me?"

Izuku opened his eyes to see his mom's relieved face. "Izuku, if it was just seeing a tutor you could have just told me!" Inko laughed a bit, likely to calm herself. "I thought you were going out to smoke or meet a girl…"

Izuku's cheeks flushed. "M-Mom! I wouldn't…!"

Inko shrugged. "Like I said, I was going through a lot too when I was your age. I could come up with a lot of reasons why you wouldn't tell me where you were going off to after school."

 _"Okay… I'm never going to look into that."_ Izuku had seen the kind of clothes his dad had gotten while in college. The less he knew about his parents' younger years the better. "I-I'm sorry, Mom." Izuku hung his head in shame. "I just didn't want you to worry."

"Well…" Inko's mood seemed to deflate a bit. "The fact you were lying to me was what made me worried. Had I known you were training…"

"Well, the thing is…" Izuku lifted his head and stared Inko in the eyes. "It's a personal trainer. One that gave me their card after the.." Izuku averted his eyes. "You know…"

The Heroes giving him offers wasn't really a secret, so the idea that personal Quirk trainers offering their services after seeing his Quirk wouldn't be out of the question.

Inko frowned and gave a slow nod. "Well… why didn't you show me their card?"

Okay, now it was time to feel like crap again. "W-Well, I didn't want to worry you so…"

"Izuku, don't say that again!" Izuku's mouth clamped shut. Inko eyed him with suspicion. "Be honest, Izuku. Why did you think it wouldn't be a good idea to share this person's information with me?"

Izuku licked his lips. This would take some imagination. "Well… you were worried that people would take advantage of me because… you know… but I wanted to get help for my Quirks." Izuku looked at his hands and activated his phasing. His mom to stumble back in shock at the sudden display. "I didn't know how to use any of this, and my tutor… he was patient with me. He wanted me to do well because he wanted to help. Not because he was seeing me as his big claim to fame." Izuku deactivated his phasing, trying hard not to stumble himself. It was weird hearing himself while he was phasing. It was like multiple voices speaking at the same time, one far away and one close while another was loud and the other low. "I was worried that you wouldn't believe me, or that my tutor was a good guy."

Well, more like she wouldn't believe him and would try to call the cops the moment he told her she was training under Peter Parker.

"Izuku, sweetie…" Inko walked up to Izuku and placed her hand on his cheek. "I know you want to be a Hero, and I know that it would mean you would have to work harder than anyone else. If you needed a tutor and believed he was a good guy, I would have trusted you." Inko smiled at Izuku. "I worry about you, yes. But I also trust you and want what's best for you. I can't do that if I'm hanging over your shoulder all the time."

His mom's trust in him deepened the pit in Izuku's stomach. First he worries her with outright lies, and now he's assuring her with half-truths and even more lies?

 _"Is this what Peter felt when he lied to his Aunt May and friends?"_

It felt horrible… but what choice did he have? The truth was stranger than fiction.

"So… what's your trainer like? What's his name?"

 _"Crap!"_ He couldn't tell her 'Peter Parker', and his knowledge of English names was limited to the ones he read in comic books and saw in anime!

Wait, maybe…

"Tobey Reilly." Izuku had to congratulate himself for thinking that one up on the fly. "He's an American who's staying here on a foreign exchange program. As for what he's like… hm..." How to say this… "Well, he's kind of a jokester. And I'm the butt of them a couple of times." Izuku raised his hands when he noticed the look Inko was giving him. "B-But don't worry! He's not making fun of me!" Izuku sighed and a smile spread on his face. "He's gone through a lot… but he's still trying to do the right thing and help others no matter what. Even if it hurts him in the long run…"

Inko studied him, but much to Izuku's relief a smile spread on her face. "He sounds like a good man."

"He is."

Izuku meant every word. and would rather die than say any of it was a lie.

"Well… good luck with your training, Izuku." Inko hugged her son. "Just be sure you're back before it gets too dark out."

"I promise…"

Izuku left the house feeling a tiny bit lighter, heading off to meet with Peter.

Tonight was the last night to see if he had what it took to get into the school of his dreams.

* * *

"Aaand… go!"

Izuku took off in a sprint that would put Olympic runners to shame. He jumped when he reached the park gate, flying up with his hands outstretched. He caught the branch of a tree, swinging forward and letting go at the crest of the arc. He gained momentum as he flipped in the air, flying toward a rusted food stand.

Once his hands hit the air vents, he pushed off and flung himself onto the track of a roller coaster feet-first.

The bottoms of his shoes skidded against the rusted metal, which now felt even closer to his flesh after he cut off most of the rubber soles. He didn't stay for long and dived towards the buildings below, twisting his body to run on the back of another stall. He sprung off, bringing up his feet so he could soar over another stall. He rolled in the air to grab the top of a flagpole and spring off for even more speed.

He could still hardly believe he was doing all this. Less than a year ago, Izuku could barely get through gym class.

He grabbed the upper edge of an empty window pane and threw himself through it. _"Now I can do this… and more!"_

Izuku let out an enthusiastic hoop as he flowed over every obstacle like running water. He moonsaulted over a fence, bounced off walls like Mega Man X, and spun through holes in buildings.

The exercise Peter set up was simple: get from one end of the park to the other and back again as quickly as possible.

He had done this more than a dozen before, but now Izuku was going the extra mile. His current record was fifty seconds, and he planned to shave off five seconds this time.

Izuku was flying flew towards the Ferris wheel. He reached out and grabbed onto a car, flipping himself onto the roof with a single hand. From there he flung himself to the right, grasping some horizontal scaffoldingand spinning around and around to build up momentum. With a few spins, Izuku let go and launched himself back through the air.

Izuku took a moment to observe the park from above during the moment of weightlessness, a smile spreading on his face while the wind whipped his hair.

He didn't need his mask for training anymore.

"WOOOHOOO!" Izuku shouted as he made his trip back, using all the tricks he had learned to maintain his momentum and resisting the urge to launch a web. It was difficult as it had ingrained itself into his muscle memory, but he managed. When he reached the entrance, Izuku twisted his body so his legs were outstretched and he was leaning on the side.

In a shower of gravel and bits of plaster, Izuku slid onto the roof with his body crouched low and his hand on the ground. He activated the setules to prevent himself from sliding off the edge, making him stop right in front of Peter, who was holding Izuku's phone.

Izuku let a nervous laugh as he said, "I-I finally managed to stick the landing!"

Peter grinned. "Yeah. Only took fifteen tries!"

Each one more painful than the last.

Izuku got to his feet and asked, "So, how'd I do?"

Peter held out the phone. "Not bad, kid! Forty-eight seconds!"

"Damn." Could he have shaved off more time if he didn't play around as much? "I-I want to go again!" Izuku was about to run back to the building's edge when Peter took him by the shoulder

"Whoa, there! Slow down." Peter thumbed over to the setting sun. "It's getting late and we've practiced a ton. No need to strain yourself just before your test."

"B-But I have to!" Izuku argued, motioning to himself. "And I can do it! I'm barely winded, so why not? It'll take more than that to tire me out…"

"Kid, you're drenched in sweat."

"Huh? What are you-" Izuku looked down to see his costume and his sweatshirt were soaked and clinging to him like a second skin. _"When did I start breathing this hard?"_

Peter sighed and shook his head. "No, we're ending things for today." He grinned at Izuku. "Tiring yourself out now won't do you any good. Get some sleep. Wake up feeling fresh and eat a big breakfast. The last thing you want is to fall asleep on the math portion."

Izuku wanted to argue that he could keep going, and to be honest he felt as if he could do this all day.

But he could also see the logic in Peter wanting to end things.

 _"If I'm exhausted during the physical portion of the test, I could mess up and not pass at all."_

With a sigh, Izuku gave a slight nod. "Alright… but I wish we could practice more. There's still so much I have to learn..."

"Man…" Peter scratched his cheek. "It's so weird hearing that from a teenager."

"What do you mean?"

"When I was just starting, I loved to relax." Peter chuckled at the memory. "Sleeping on web-hammocks, hitching rides on subway trains, taking the bus when my arms got tired." He looked up. "There's also this one time my web-fluid ran out and I took the elevator. Let me tell you that got awkward pretty quickly."

Izuku had to hold in his laughter from the idea. "Y-You mean like in the movie?"

Peter's eyebrow raised in curiosity. "You know, you really have to show me those sometime. Anyways, it's just kinda weird to me. I mean, never thought a teenager could go all-in on being a superhero."

He had a point there. Izuku knew that even in a world where becoming a Hero was a legitimate career, even a dream job for the current generation, people had their own lives and hobbies.

Izuku doubted most people would have committed themselves to Peter's training program.

"Well, it probably helps that I've always wanted to be a Hero." Izuku let out a small laugh. "And like I said before, I have to try harder than anyone else. I'm just starting while everyone else taking the exam had years to get ready." He looked into Peter's eyes. "And I couldn't have gotten this far without you."

"Yeah, you've said that before." He maintained the small, bemused smile he usually had. That smile dipped a bit as he said, "But don't ever think you have to prove yourself to other people, Izuku."

"Huh?" Where was this coming from?

"I was a bit like you when I started," Peter admitted as he walked to Izuku. "I wanted to prove myself to a world that pushed me aside because I was different. You want to do it by being a superhero, where I…" Peter let out a sigh. "Well, you know how that ended."

He did. It was a painful reminder of how even the greatest Heroes were just as human as anyone else.

"I made a lot of mistakes, but one of the biggest was thinking I had to prove myself to anyone and everyone I've ever met, from Jameson to Captain America. And sometimes that gave me a lot of grief." Peter poked Izuku in the chest. "So don't think you have to go above and beyond just to impress others or prove that you're 'good enough' for them. The only person you have to prove yourself to… is you."

Izuku was silent for a moment as he digested all this.

It was true that he wanted to be a Hero to make others feel safe, to put smiles on their faces while proving everyone who said he could'nt be a Hero wrong.

But would completely devoting himself for the sake of others end up hurting him the way it hurt Peter?

Izuku knew Peter went through a lot of pain due to the public, and even other superheroes, hating him for years. Sometimes, Peter couldn't take it and quit.

But Peter always got right back up, knowing that he couldn't stand seeing others be hurt when he could do something.

"I'll do it." Izuku told Peter, looking his mentor right in the eyes. "I'l be a Hero for myself and for others."

He wouldn't ruin himself just to prove others wrong.

Peter grinned. "Good answer, kid." He lightly punched Izuku in the arm. "Break a leg tomorrow. You're gonna be great."

"Thank you… thank you for everything, Peter-san."

"Don't mention it, Izuku."

Peter jumped down from the edge and went inside his 'home'.

Izuku lingered atop of the entrance a little while longer, looking out to the city in the distance.

The city he would be protecting as a Hero.

But first things first, he needed to go home and get some sleep.

Tomorrow would be the most important day of his life...

* * *

 _"...the robbery by the self-proclaimed 'Big Wheel' was thwarted by Endeavor. Collateral damage was massive, but thankfully no serious injuries were reported."_ the controversial reporter Daikaku Miyagi said from his desk. The image of the downed wheel-like vehicle was displayed in the small window to his left. _"This has been the latest in a series of bizarre new Villains that have taken to the scene, sporting advanced technology and adopting the guises of Villains from the Spider-Man series. For more insight as to why these individuals have been appearing more often, we turn to pop-culture expert…"_

They yammered on, but he didn't listen. Talking heads rarely had anything important to say, always speculating and lining their pockets with cash to lead the viewers one way or the who peddled the agendas of studio heads.

In the old days, such behavior wasn't tolerated.

Even the first Hero put a stop to corrupt individuals such as them.

 _"...and it has been theorized that all these new Villains are connected to the Villain who had made a grand entrance just ten months ago. The self-proclaimed 'Master of Illusion', Mysterio."_ Miyagi had ended his 'interview', shuffling the papers on his desk. _"Our sources close to the Musutafu Police Department have notified us there is an ongoing investigation into the possibility that Mysterio is actively supplying this new wave of Villains. While we could not get a hold of All Might, we were able to get a word with one of the first-responding Heroes that had been on the scene of Mysterio's rescue of the Villain known as Prowler."_

He growled when Mount Lady appeared on the screen. He ground his teeth as this fake that dared to call herself a Hero spoke.

Like a good actress, Mount Lady appeared to look ashamed. _"There isn't much I can tell. I was taken as a hostage, unable to help the Vigilante dressed as Spider-Man or the young man who tried to come to his aid."_ She sniffled, rubbing her eyes. _"I-I'm sorry, it's just that the event has haunted me since. Being unable to help or make a difference…"_

Liar. She didn't feel sorry at all. She was putting up an act in front of the cameras, earning sympathy points and trying to turn her colossal screw-up into an opportunity to gain more fans.

 _"I'm sorry for that. But please, if you can just give your opinion."_

Mount Lady nodded, and he saw there were no marks of tears around her eyes. _"W-Well, it is strange. Mysterio only appeared on the scene when Prowler was cornered. She had all this gear we had never seen Villains use before, so I guess it would make sense this guy would want to protect his investment."_ She grinned and gave a small wave. "But don't you worry! Us Heroes are going to make sure these weapons will be off the street and the Villain behind bars in no time!"

Mount Lady sighed and clenched her fist. How dramatic. _"I failed once, but I swear to you all that never agai-"_

He threw one of his blades into the screen. The glass shattered and sparks flew before the screen went dark.

"You LIAR!" He shouted, getting off his futon and stomping on the small, portable television. "Don't you _ever_ talk like that! You don't care whether you find Mysterio or not! All you care about is looking good for the cameras!"

Once the TV was a pile of smashed plastic, metal, and glass, he calmed down a bit.

Damn. With all the noise he made, he was going to have to talk to the ratty landlord of his apartment.

The place was a piece of crap, but one of the ironclad rules in his contract was 'don't be too loud'.

He growled and took his knife from the ground, sheathing it once more.

"Fakes taking up airtime once again, the masses just eating up the lies being fed to them." He clicked his tongue. "Disgusting."

His face itched, and he fought the urge to scratch it for the upteenth time. It always got like this whenever he was overly agitated.

Just one more reason why to hate the Fakes. They forced him to put on that foul smelling balm to alleviate the itching of his scars.

Unfortunately, in this day and age, the world was infested with them.

"Glorified, pampered celebrities who covet money and fame more than the true purpose of being a Hero." He stepped over a pile of Mr. A comics that he had on the floor, making a mental note to pick them up when he swept up his mess. "Stopping villains, saving lives… just another part of a job rather than a duty."

They were almost no better than Villains. Liars and cheats who are on the side of the 'law', funded by the government to continue their dressing up as 'Heroes'.

The worst part was that the public just lapped it up.

They praised a true Hero, one who represented the true and pure values of the Heroes of old. But they didn't see that. They instead saw a Hero who they could be sure would solve all their problems. Nothing more and nothing less.

They didn't see that the contemporaries as pure as All Might were few and far between.

He walked to the wall and stared at it.

On it were the pictures of the Fakes, all represented from pictures he had gotten from the internet, newspaper clippings, and pictures from magazines. Scum like Endeavor, Mount Lady, Ingenium, Death Arms, Uwabami, and all the others. The ones he had already gotten to, cut out from the Hero society had red X's drawn over them or discarded to the floor to make way for the new wave of Fakes.

Hero schools like U.A kept pumping them out, and it made his heart ache knowing that the school that produced All Might had sunk so low.

Still, there was hope. That boy who ran at the Prowler, heedless of his own peril while the Fakes sat in place, scared and unwilling to do what needed to be done…

He had potential.

Izuku Midoriya would be safe from what needed to be done.

He glared at the picture in the center.

It was a copy of Amazing Fantasy #15. A work of art drawn by the late and great Jack Kirby, proudly displaying the 'Amazing' Spider-Man carrying a criminal to declare his existence to the world.

It all started with him.

"I will get to you soon." The 'Hero Killer' Stain declared as if 'Spider-Man' was in the room with him. "You were the first to truly take away what it meant to be a Hero. The father to this bastard of a Hero generation."

He stabbed the picture with one of his blades, splitting the comic Spider-Man's head in half.

"I will cleanse it… purify it…. by ending you, faker!"

* * *

 **To Be Continued...**

* * *

 **Note: Big thanks to reppuzan, both for helping to clean this chapter up and enhancing certain parts of it!**

 **This... became a hell of a lot longer than I had expected. Still, there was a lot to put in and I wanted Izuku's 'training arc' to be done in two chapters. Don't expect chapters of this length to be a regular thing.**

 **Hope you all really liked it, I worked hard to make Izuku's training and relationship with the various characters feel natural and genuine!**

 **Stain and Toga were fun, in the creepy experimental sense, to write. Thankfully I had experience writing psychopaths through Mitsuo in A Different Kind of Truth.**

 **For those who aren't comic experts, Mr. A is Steve Ditko's indie comic about a 'superhero' who punishes/kills those who are evil and defends good, giving long word barfs explaining his motives and morality. To him, there is black and there is white. There is wrong and there is right. And there's nothing, NOTHING, in between!**

 **Thank God for Alan Moore explaining all that in a rock song.**

 **Steve Ditko is a great artist and I respect the hell out of him for that... but his staunch belief in objectivism and using that as a basis for morality is mind-boggling.**

 **So Mr. A is the perfect superhero comic Stain regularly ready in his free time. Fits right in with his twisted morality.**

 **Please be sure to leave a review!**


	7. Interlude: Tangled Web of Spider-Woman 9

_**Meanwhile on Earth 2018.65...**_

The stadium roared with excitement, cheers and jeers coming from the mouths of those who had paid hard-earned money for a show. The audience's mania was stoked by cups filled to the brim with alcohol and soda along with bags and trays of stadium snacks like hot dogs, cracker jacks, and pretzels.

They shouted down at the small square ring in the center, illuminated by blinding lights as a hulking man ran around it pumping his fists into the air. He was bald and made of pure muscle. He wore a black sleeveless shirt with a Halloween pumpkin crying green ooze from his eyes, and shorts with crushed steel beams on each side.

This man was the main attraction. The one they had all come to see fight against the fools who would dare try to stand in the ring for three minutes with him.

Most would lose, but once in a while he will be defeated. All those attending knew the score, for the spectacle was an act and they were all in on it.

Such was the way of professional wrestling.

The announcer crawled onto the ring and walked confidently to the center, his flaming silver-grey hair bringing all attention to him as the microphone descended from the speaker and video apparatus overhead. "Ladies and gentlemen, boys and girls!" He shouted, and the crowd hushed for just a bit to listen. "Tonight is the final night of our special event!" He pointed to the wrestler, who confidently flexed his arm muscles. "Can any of you stand against the National Quirk Wrestler Association's reigning champion for three minutes!? Do any of you have the will, the strength, or the pain tolerance to withstand his awesome might!?"

"I doubt it!" The wrestler shouted, grinning easily as he surveyed his audience. "All I see are a bunch of weaklings who wouldn't last three minutes with the Forbrush Man!"

On cue, a number of attendees booed. In his last match, he had blindsided the Forbrush Man in his match with Wundarr, stealing victory from both.

It was in his 'character' to be the bad guy, and he didn't mind. Whatever it took to keep the money rolling and the audience happy.

'Okay, okay! Settle down!" The announcer motioned around to the audience. "Now remember, whoever can stand in the ring for three minutes will receive a cash prize of a thousand dollars, paid in full by the NQWA! Anyone of any sex over the age of seventeen can enter with the only exceptions being those in a Hero school or currently a licensed Hero! Keep in mind, the NQWA will have everyone's safety in mind but they are not responsible for any injuries sustained if you signed up to face against the awesome might of..." The announcer motioned to the wrestler. "BONESAW!"

'Bonesaw' blinked in surprised and leaned down to whisper with the announcer. "What the hell're you sayin'? I'm the Crusher!"

The announcer covered the microphone and whispered back, "Take it up with your manager, I'm just saying what he told me to say."

"This is stupid! I even legally changed my first name to Crusher!"

"Not my problem, Hogan."

Bonesaw, formerly Crusher, Hogan groaned but maintained his cocksure grin as his fans chanted his newly-given name.

"BONESAW! BONESAW! BONESAW!"

They said this while holding home-made posters displaying the name Crusher Hogan.

 _"I'm gonna kill Reggie after this..."_

"I'll take you on, Bonesaw!"

A woman jumped into the ring, vaulted over the ropes from below as if they were nothing. Hogan sized the girl up.

She was obviously young, but that's all he could get from her. She wore an obviously thrown-together 'costume' that consisted of a sleeveless blue sweatshirt bearing the logo of a spider, which, if his nose was right, was drawn on with shoe polish. She also wore a long-sleeved pink shirt, cream-colored sweatpants, and a pink ski-mask with her long blond hair spilling out from behind. Her eyes were an aqua blue, and they conveyed anxiousness that clashed with the confident grin on her face.

"Hey missy, you can't...!"

The girl reached into her pocket and produced a few sheets of paper. "I filled out the paperwork on my way here! I'm really sorry, but I was in a rush and..."

"Say no more." The announcer walked up to the girl and took the papers, flipping through them briefly before nodding to Hogan. "Everything is in order. Okay then! Let down the cage!"

The cage walls descended from overhead, sparks being let out to enhance the event. The crowd lapped it up and Hogan noticed the girl's smirk diminished just a bit. _"This girl has never been in a fight before, has she?"_

He almost felt bad for what he was about to do, but he had to maintain his image and she did sign the paperwork.

While this was happening, the announcer quickly left the arena while the two walked in a circle. "You're goin' down missy!" Hogan shouted, baring his teeth at her. "The Bonesaw is gonna snap you in two! You're gonna go home cryin' to your daddy for this little amputation!"

 _"Swear to god, Reggie. I am going to murder you. If you had told me about the name change earlier, I would've had more time to work on my material!"_

The girl smiled at him, but it was a friendly one rather than one boasting of unearned confidence. "Well then, I'm going to have to cut this appointment short to get a second opinion on that diagnosis."

"Huh?"

"AND BEGIN!"

The large digital clock overhead started counting down, and Hogan rushed towards the girl to grapple her. He was big and fast, far faster than most people would think since they had this stupid idea muscle-bound dudes were slow. That usually earned him the five seconds needed to put an end to the match.

It didn't happen this time.

Instead, she leaped up and went over him. Hogan could even feel her hands touch his back as he passed through the area she was in just a second ago. Hogan turned around to see the girl landing. She smiled with closed eyes and give him a small wave.

"GET HER, BONESAW!" His fans shouted, and Hogan did his best.

But every attempt to grab her was avoided with a jump or moving her body in angles that he would attribute to a professional wrestler or acrobat.

 _"But those eyes say something different."_

The crowd was screaming at him, telling him to stop messing around and finish off the nameless girl.

Well, he might as well do just that.

He thrust his hands out, emitting green energy that halted the girl in place. Slowly, she began curling into a ball while groaning in pain, trying to use her hands to push out against the force crushing her into the ball

"OH! BONESAW'S SIGNATURE MOVE: THE GOBLIN PRESS!" Someone from the audience screamed, and they cheered in delight while others booed at the use of his 'overpowered' Quirk. In truth, the Quirk wasn't that powerful. The more Hogan used it the more fatigued he got. Also, his ability to produce the fields relied on how many vegetables he ate that day.

Unfortunately, Hogan decided to indulge more on a juicy T-bone steak with french fries and a very small side of broccoli that night.

Rather than continuing her struggle, the girl aimed her right hand at Hogan and pressed down on something in her palm with her middle and index finger. _"What the..?"_ It hit his foot and the girl tugged. Before Hogan knew it, he fell on the ground right on his back. Hogan groaned and the bubble around the girl burst. Everyone in the stands gasped.

"Sorry about this!"

"About whaAAAAT!?" Hogan screamed as the girl reached under him with her left hand and picked him up like a basketball. She jumped up fifteen feet onto the cage wall, the bottoms of her feet and the tips of her right hand touching the bars, but they did not fall.

They just hung there like a sticky toy won at an arcade.

Hogan screamed and covered his eyes. "Put me down! You win! You win!"

Hogan was scared of heights, but he would be damned if he admitted that to either this girl or his fans in the audience.

"Alright. Just cover your eyes and I promise we'll be down soon." The girl's voice was kind and reassuring, which Hogan found amazing.

Why was a girl like this trying to fight for money?

Slowly, likely more for Hogan's benefit than her own, the girl slid down the bars and placed Hogan on the ground. Everyone in the audience cheered to a volume almost deafening, somehow drowning out the sound of the cage walls being brought backup. _"Those are for her..."_

And why not? She put on a hell of a show, lifting him up like it was nothing and climbing up the bars. That, the mask, and the fact she made him give up in under three minutes was enough to make her the real underdog of the match.

Hogan grinned and grabbed her left hand. She looked at him with surprise and Hogan whispered, "Come on kid, live a little!" He lifted both their arms up and everyone cheered even louder than before. The shy smile on the mystery girl's face turned from a small one to a joyous grin.

"Ya saw it here folks! This little missy has just beaten the deadly Bonesaw in under three minutes!" The announcer behind them shouted. "And this mystery gal is... THE SPECTACULAR SPIDER-WOMAN!"

"I wrote Spider-Girl!" The girl whispered to Hogan, and he could not help but roll his eyes at that.

"Yeah, they do this a lot. Get used to it." At least he actually liked the new name. Spider-Woman seemed to flow a bit better with this girl.

"SPIDER-WOMAN! SPIDER-WOMAN! SPIDER-WOMAN!" The chant continued for a bit before descending into the usual screams with some bits of comprehensible statements.

"You rocked Spider-Woman!"

"The way you lifted Crusher..."

"He's Bonesaw now!"

"Unreal how you climbed the bars!"

"Those moves were...!"

"What's with the mask!? I bet you're pretty cute without it!"

The last thing Hogan expected was for the girl to reach up to her mask and take it off.

He thought that the girl would keep up the mystery-woman thing, as it gave the whole act a hint of mystery to it much like the Luchador wrestlers in Mexico.

But no, apparently it was more than an act because Hogan could hardly believe what he was seeing.

The face underneath the mask was that of Melissa Shield, the Quirkless daughter of David Shield.

Hogan had met the two at a party when they visited Los Angeles for a science expo, and the fact David had a daughter was Quirkless spread amongst the party-goers like wildfire. Hogan himself didn't care one way or the other, as he didn't concern himself with scientists or Hero culture.

But knowing that fact made the reveal all the more shocking to Hogan.

"Melissa Shield...?" he whispered. The supposedly Quirkless girl gave him a bright smile with flushed cheeks.

"It's a long story," Melissa replied.

Hogan nodded dumbly. "I bet."

"That's it for today in Oscorp Stadium folks! Be sure to visit the other special events spread across I-Island…"

* * *

 _ **Tangled Web of Spider-Woman #9**_

* * *

 _Okay, everybody… let's do this one more time!_

 _My name is Melissa Shield, and for seventeen years of my life, I had been Quirkless. This meant I had no powers at all. I couldn't leap tall buildings in a single bound, talk to my goldfish in his bowl, or even see into another dimension._

 _Considering I was the daughter of David Shield, the best friend of Japan's greatest Hero and the 'Symbol of Peace' All Might…. it stung._

 _I was treated differently than other kids, but while people were nice about it… I could still feel their pitying eyes._

 _But what stung the most was that I couldn't be a Hero like my honorary uncle, Toshinori Yagi._

 _But he came back to the States when I was a kid and told me something that changed my life._

"Thanks to Dave's Hero suits, no matter how difficult the opponent or how great the disaster… or how formidable the Villain… I can stand and move forward to save people!"

"In other words… your father is my Hero!"

 _Those words pulled me out of my funk and made me devote myself to developing Support items for Heroes. I threw myself into my studies to work hard and become as great of a scientist as my Papa._

 _All in the hope of one day helping my uncle._

 _Then… things got kinda crazy._

 _You see, I attended this special exhibit on I-Island all about harnessing radiation safely and without needing to wear protective gear on a whim. Considering that some people were born with Quirks caused them to emit some form of radiation and wear protective suits for most of their life, I was curious._

 _I never expected to get bitten by a spider that snuck into the machine and got a fatal dose of radiation._

 _Rather than doing the expected thing and dying, I was granted the proportionate strength, speed, and agility of a spider._

 _I even gained a precognitive ability that I call a 'Spider-Sense'!_

 _To compliment these abilities, I developed wrist-mounted devices that help to convert the moisture in the air into a sticky synthetic polymer akin to spider silk. Kind of gross, but it went with the theme!_

 _After testing my abilities against Crusher Hogan, I made my research on these abilities and my own DNA public. To say I was an anomaly is putting it lightly. I instantly became a media sensation, getting on all kinds of talk shows and podcasts._

 _Nothing like me existed before, so everyone was fascinated._

 _I would be lying if I said I didn't enjoy it. I was thrilled! Finally, I had the opportunity to be a Hero and everyone in the world would know it!_

 _Uncle Might was happy for me, while Papa said I was going to make him prematurely grey._

 _A lot of crazy stuff has happened since._

 _I patented my formula and gear before mass producing and selling my web-shooters to law enforcement. Turns out a lot of cops and even the National Guard found it handy, so I got rich pretty quickly._

 _Crusher Hogan decided to teach me how to fight, and believe me those wrestling moves helped me out in a pinch!_

 _I saved my Papa from a crazy arms dealer alongside Uncle Might's student, Izuku Midoriya…_

 _And for the past year, while I've been attending NYU and working for my Hero license in the Late Hero Program…_

 _I've been the one and only Spider-Woman!_

* * *

Melissa Shield always started the day with her morning workout.

It kept her reflexes sharp and her body limber. It had to be ready for when she really needed to strain herself.

She pushed off the pommel horse with her fingertips. Her body sailed toward the uneven bars that hung fifteen feet above her. Grasping the lower bar, she spun and let go while curling herself onto a bar. She uncurled while she spun up, grasping the higher bar while spinning to gain more momentum. She let go at the apex of her spin, reaching for the rings that were suspended by blue beams of energy.

 _"Needless to say, I keep in check! She was all bad-bad, nevertheless (yeah)~!"_

She grabbed the rings, halting her progress as she brought her legs as high as they could go, ending when her knees were practically in her face before letting them back down. She grinned as she performed a split, marveling at her flexibility once again.

 _"Callin' it quits now, baby, I'm a wreck (wreck)! Crash at my place, baby, you're a wreck (wreck)~!"_

She pushed herself off the rings and twirled in the air to several big rings curved into an arc that ended in a mat marked with a red X at the center.

This exercise would require precision and finesse, which she had gotten in spades ever since she had gained these powers.

 _"Needless to say, I'm keeping her in check! She was all bad-bad, nevertheless~!"_

She dove feet-first through the first ring, bringing her legs up as her upper body passed through it.

 _"Callin' it quits now, baby, I'm a wreck! Crash at my place, baby, you're a wreck~!"_

She curled into a ball, passing through the second ring which sloped down. When she passed it, she uncurled herself but kept her upper-body close to the chest while descending through the third ring that sloped almost straight down to the mat.

 _"Thinkin' in a bad way, losin' your grip! Screamin' at my face, baby, don't trip~!"_

Melissa's feet hit the mat, her body landing in the crouched position she had hoped for. She only took a millisecond to look up and jumped through the ring curving up.

 _"Someone took a big L, don't know how that felt~!"_

She twisted her body to go through a ring that curved to the right and tilted towards the ceiling. Once more than half of her body was through the ring, she pressed her middle and index finger onto the pad in her palm. The webs shot from the small black nozzles atop the silver bands on her wrists.

She grimaced as she felt the tip of her foot touch the edge of the ring. _"Still not perfect."_

 _"Lookin' at you sideways, party on tilt~!"_

Melissa pulled herself to the matted wall, twisting her head to get her hair out of her face. She looked back down at the exercise ring and the digitized scoreboard at the top. Getting a ninety out of a hundred on that certainly wasn't bad, but it wasn't great either. Still, it was an improvement over the eighty she started with.

She looked out of the penthouse I-Island's New York office was situated in. It was amazing how her Papa had managed to pull the strings so she could run it practically by herself. Oh sure, some researchers came and worked with her, but the place was practically her own personal lab and apartment.

It had the perfect view of New York City, the sun rising while its rays gleamed off of the windows of skyscrapers. She could see helicopters and even some planes in the distance, with little specs zipping in between the shining beacons of the Big Apple.

Heroes, zipping through the urban jungle to make things just a bit safer for all.

Of whose ranks she was a part off, even if it's on a probationary basis.

The favorite part of her song then came up and Melissa decided to sing along. "Ooh-ooh~! Some things you just can't refuse~!" Melissa closed her eyes and let go of the wall, clenching her fist as her adrenaline and exhilaration was funneled into her singing. "She wanna ride me like a cruise~! And I'm no…~!"

"Mornin' boss!"

Melissa squeaked as she turned to see the hulking form at the front door, smirking at her knowingly. His white button-up shirt and black slacks were pulled tight against his skin. His hair was dark blue, as was the goatee he wore on his chin. Protruding from his forehead was an ivory horn, adding a few inches to his impressive height. It gleamed in the light just like his "Lab Security" badge did.

 _"That was the hit single 'Sunflower' from NateWantsToBattle! Classical Crunch will be back on the air after a few commercials from our sponsors!"_

"Aleksei!" Melissa jumped to the floor, self-consciously looking over herself. She was not exactly in the attire a 'boss' should have. A pair of orange exercise shorts and an old pink t-shirt that fit tightly and showed off the outlines of her six-pack and muscles didn't exactly scream "professional". She didn't even have shoes on. "W-When did you come in?"

Aleksei Sytsevich was the New York office's best (and only) security guard. There were enough security devices in this office to defend a small fortress, but it always paid to have someone around in case there was a problem the system couldn't solve.

Plus, there was something about a seven-foot musclebound man with a very sharp-looking horn that warded off would-be saboteurs.

"Five minutes ago." Aleksei chuckled at the mortified look she gave him. "Hey, you looked like you were havin' a good time and I didn't wanna bust up your rhythm."

"Still wished you would've said something…" she grumbled as she glanced to the suit displays. _"I also wished I had set a reminder so I could put something on."_

Lining the wall next to the door to her room and the patio were the various Hero suits she had developed for herself. She had one for every extreme situation. A black and yellow suit for fires whose web-shooters spewed a fire retardant webs, an aqua blue and black suit with a rebreather mask for deep-diving missions, and an experimental high-altitude suit with a white and blue color-scheme with under-arm 'webbing' that was actually highly sensitive technology which would allow her to fly short distances.

Technology that wasn't really hers… Technology whose patents and blueprints she bought off of that slimeball Gregory Bestman.

A flying device that the real inventor, Adrian Toomes, tried to kill her just for having.

 _"A thief! That's all you are Melissa Shield! A damn thief who wants to flaunt my life's work to prop up your ego!"_

"You okay, boss?" Aleksei's voice took Melissa out of her thoughts and she noticed he was now holding an open box of doughnuts. "Got them from down the street at Rodriguez Bakery."

She gave him a weak smile. "Thanks, Aleksei." She took two doughnuts, one chocolate glazed and the other glazed in a strawberry frosting. Her stomach rumbled as she stuffed the chocolate doughnut into her mouth.

One of the perks of having an enhanced metabolism was being able to eat things other girls could only drool at without gaining five pounds.

"Thinkin' about that Vulture guy?" Aleksei asked while she swallowed half her breakfast. "You get all mopey whenever he pops up in your head."

Melissa sighed. "Hard not to." She glanced at her High Altitude suit. "I bought the technology off of Bestman without even looking into how he got it, or why he was so desperate to get it off his hands. If I had just looked…"

"The old fart tried to kill you." Aleksei crossed his arms. "He didn't even stop to try and hash it out with ya. Cheated or not, he shouldn't have tried to take it out on you."

"That doesn't make it right." Attempted murder aside, Adrian Toomes had every right to be upset. She couldn't imagine not having the rights to her own work, to see someone else raking in the profits or using it without her consent. _"I still wouldn't have gone as far as he did."_

When she perfected the technology and began selling it, she would send Toomes a sizable chunk of the profits.

It was the least she could do.

A ring echoed through the room and Melissa turned to the TV. On the screen was the news, the newscaster giving a slightly muted report about how Crusher Hogan in his new stage name, 'The Green Goblin' keeping his title belt from the Amazing Bag Man. On the bottom-right corner was a small screen displaying a man with dark skin and black hair shaved closely to his head, complimenting the trimmed goatee on his face. He sported a pair of dark brown glasses that matched his hoodie he wore. _"Yo, Melissa! Rhino!"_

Aleksei growled. "Told the punk not to call me that."

 _"Buzz me in! These tools are heavy you know!"_

"Crap!" Melissa turned to Aleksei and said, "Stall him while I get dressed!"

"On it!" With a salute, Aleksei turned to the TV and said, "Say the magic words Dillon!"

 _"Come on, man!"_

Melissa ran into her room and almost tripped herself as she flung off her clothes and took a shower. The last thing she wanted was for anyone else to see her in workout clothes drenched with sweat. When she managed to wash herself off and dry her hair, she put on a dark grey shirt and shorts before slipping on her web-shooters.

With a few taps on her left web-shooter, a holographic screen appeared that displayed a picture of Melissa wearing various outfits with the tabs 'Casual', 'Hero', and 'Formal' on the top of the screen. She tapped the first tab and scanned the various outfits. Her eyes spotted the one she liked and she tapped the middle picture before blue light streamed out to cover her body.

When it disappeared she wore a white short-sleeved dress shirt with plaid cuffs, a large plaid bow at her neck, and a dark raspberry pink waistcoat. Accompanying these were pale gray Capri pants, under which were her pair of plaid pink socks as well as a pair of heeled brown boots.

The Leopardon System was something she had developed after experimenting with her item-compressing technology. It allowed her to change outfits on the fly from a huge selection, reducing the space in her closet.

It saved her time changing between her civilian clothes and Hero costumes.

Giving herself an approving nod, Melissa ran out of her room just as Aleksei brought in the lab technician, Max Dillon, who glared at Aleksei.

"Finally!" Max groaned as he placed his toolbox on the lab table. "Thought I'd never get in! Did you know that guy just kept me waiting outside because he wanted me to go, 'Please let me in, Mister Aleksei Sytsevich, greatest security guard in all of Manhattan'?"

"Serves ya right for never callin' me by name." Aleksei huffed.

Max shot him a glare. "Then you can explain to the boss why her new power system isn't being set up today.'

Melissa giggled at the exchange. She hired Max Dillon a couple weeks ago to help with the upkeep of the lab. With her being away a lot of the time on classes or her Hero Internship, she needed someone to mind and maintain the equipment. Luckily, Max needed the extra cash and they got along swimmingly.

It was surprising that Max was a technician, considering he had the face and build of a movie star. The only thing keeping him from looking like an A-lister was the slight gap between his front teeth.

"Sorry for keeping you waiting, Max." Melissa clapped her hands together. "Anyways, you can help yourself to the coffee and doughnuts. The eels will come in an hour or two so we can begin setting up the…"

Melissa fished her vibrating phone from her pocket. On the screen was a reminder labeled 'Harry Tutoring 9:30 am Sonny's Bodega'.

 _"Crap! I forgot about that!"_ she groaned before looking at the two men. "S-Sorry guys, but I've gotta go."

'Huh? But don't we…?" Max began, but Melissa shook her head.

"I-I know, but I've really got to make this meeting!" she bit her lip. "You think you can start setting up? I promise to handle all the major calibrations and assembly when I get back!"

Max groaned before nodding. "Alright… you owe me overtime if you come back at night again."

"Thank you so much!"

"It's that Harry kid, isn't it?" Aleksei gave a knowing grin. "Man, you've got it bad boss."

Melissa's cheeks reddened. "I-It's not like that! Harry just needs a lot of help with Chemistry and…" She decided to shut her mouth before she gave her security guard any more ammunition. She ran out of the lab and shouted behind her, "I'll see you both later!"

When the door slammed behind Melissa and the two men couldn't hear her steps anymore, Aleksei said to Max, "She totally likes him."

Max rolled his eyes. "Can't you watch a soap opera like a normal person instead of obsessing over her love life?"

"Why would I do that? Teenagers, _especially_ teenage Heroes, give me a soap opera without the cable bill!"

* * *

Melissa flung the door open, the bell above it ringing to announce her revival.

"I can't believe I'm twenty minutes late!" Melissa groaned as she began walking through to the counter where the cashier wearing a reversed Mets baseball cap was reading a comic. "Hola, Sonny!" She gave the clerk a grin as she leaned on the counter.

"Hola, Melissa!" Sonny put down his comic and gave her a grin. "¿Cómo estás?"

"Buen, buen…" Melissa drummed her fingers before nervously asking. "¿Harry aqui todavia?"

"¿El Fanfarrón?" Sonny seemed to take notice of her expression and pointed to the open door to the back of the bodega. "Está arreglando su cabello en el baño."

"Gracias." Melissa pointed at the coffee machine in the back. "Dos cafe con leches, por favor."

"¿Leche caliente?"

"Si." Sonny gave her a nod and got to work on the coffee as she walked to the open bathroom to see her 'student' grooming himself.

Harry Osborn was someone who stood even taller than Melissa herself. Somehow the richest teen in New York managed to make his decades-outdated rocker look work. His leather jacket shone like the seat of a luxury sedan in the bathroom light. Two silver zippers ran down the sleeves and on either side of his chest. The collar was propped up, a silver button on each end. Underneath the jacket was a dark purple t-shirt tucked into a pair of skinny dark jeans. A dark green belt hung loosely around his waist, matching the dark green alligator shoes he wore on his feet.

Harry was combing back his spiky, dark red hair with a silver comb with a confident smirk on his face. When he was done, he grinned at the mirror and admired himself until a small tuft of hair at his peak moved out of place and hung in the middle of his forehead. Clicking his tongue, Harry messed up his hair with his hands and began combing it again.

Melissa giggled like a schoolgirl at the sight. Harry was proud of his hair, but he always seemed to be in an uphill battle with it.

Harry stopped his combing just as he turned to look at Melissa. "Melissa! You finally decided to show!"

"Sorry, Harry!" Melissa gave a nervous laugh as Harry left the bathroom. "I got held up at my place with a new project I'm working on."

"Oh, really?" He placed his comb in his right jacket pocket. "Anything cool?"

"Trying to make my lab go completely green. It's experimental but very promising." Melissa bit her lip. "I… you won't be late for anything if we just go with the regular time right?"

A sour look passed through Harry's face before he waved it off. "Nah. MJ, Robbie, and Liz set up practice for tonight. We've got plenty of time."

 _"He's lying…"_ That made Melissa feel guiltier about being late, but it'd be best if she didn't push it. "Okay, how about we get started?"

"Sounds good to me!"

They got their coffee and sat at one of the two tables that comprised the bodega's 'cafe area'. Melissa had started tutoring Harry near the beginning of the school year for credit. Harry needed a lot of help with chemistry, something he described as 'not his speed'. However, Melissa noted that he wasn't necessarily bad at it. He could easily pick up the lingo and make connections. It's just that he wasn't interested in truly learning it.

He once told her that he only took the course at his dad's insistence. _"I guess it's just because he wants Harry to take some interest in the family business."_

The only thing that Harry seemed to be enthusiastic about was music. He was the guitarist of a rock band called 'The Hobgoblins' that had only one album so far. Harry promised they were going to be making it big sooner or later.

 _"At least he has the looks for it."_ Harry was in great shape and had a very handsome face. Girls flocked to him whenever he flashed his brilliant smile. Melissa herself couldn't help but gaze at him whenever he wasn't looking.

Not that she was into him or anything.

Still, Harry's flirtatiousness got him into hot water. Apparently, he and Mary Jane Watson, the lead singer of the band, used to date. Their relationship fell apart when she caught him flirting with Liz Allen, The Hobgoblins' drummer. The band was still together despite all the drama, but he was on thin ice with two-thirds of his bandmates.

 _"I'll congratulate whoever can knock some sense into him."_ Melissa sighed as she helped Harry out with his homework, highlighting areas of the material he should take particular note of for the next exam.

She liked hanging out with Harry. He knew how to tell a joke and was understanding of her career as an aspiring Hero. They swap stories of life-or-death Hero missions and practice sessions or concerts for hours.

Now that she thought about it, she could understand why Aleksei thought she had a thing for Harry.

"Man, I hate Doc Ock's class." Harry groaned as he stretched in his seat. "Remind me why I have to take it, again?"

"Because it's too late to drop out without getting a W?"

"Oh yeah…"

The doorbell rang again. Both turned to see a man who looked like an older version of Harry. But he was… more refined. He wore a buttoned-up black suit, jacket and pants with gold cufflinks and a deep green tie. His dark red hair was neatly combed to the side, and his brown eyes surveyed his surroundings with a glint of disdain.

"D-Dad?" Harry sputtered. "What are you doing here?"

Norman glowered at his son. "Well, you missed the board meeting you were supposed to sit in so I decided to go looking for you. I called your… friend… Watson from that hobby of yours and she told me you were getting tutored here."

Harry scowled and looked to the side. "Look, I forgot okay? And it's not like I can vote on stuff like that so…"

"It's important for you to get a taste of what a real job entails."

Melissa bit her lip. This was incredibly awkward, especially since she did know Harry's father.

Norman Osborn was the CEO and founder of Oscorp, a weapons, chemical engineering, and medical research company. It had its hands in every conceivable field of science, including Hero Support. The Osborns were so rich that they helped to fund I-Island's construction and practically owned half of everything there.

She met Norman several times at parties on I-Island, which was also how she met Harry before they saw each other again at NYU. Her father never liked Osborn, but he never explained why.

But it wasn't as if she could sit back and let an argument happen between father and son in front of her.

"Mr. Osborn!" Melissa stood up, smiling sheepishly as Norman turned his attention to her. "Hi! Um… it's been a while." Melissa held out her hand. "It's great to see you again. I don't know if you remember me, but…"

"Melissa Shield!" Norman's attitude brightened the instant he shook Melissa's hand. "I heard you were tutoring my son from Watson. It's certainly a pleasure to see you again after all these years. I've heard a lot about your rise in the world." He grinned. "An inventor and a Hero! That's certainly a winning combination."

Her cheeks reddened from embarrassment. "W-Well… thank you, Mr. Osborn…"

"You can call me Norman, Melissa." Norman let go of her hand and put his hands on his hips. "Have to say, your web-shooters were certainly a shock to Oscorp. Compact and effective, not to mention cheap to manufacture…"

While praise came to her inventions on a regular basis, it was something else to have the CEO of a major company like Oscorp gush over them. "It was nothing, Mr… uh, Norman. I just wanted to make something that would compliment my powers, and thought that they would also be a big help to law enforcement." She scratched the back of her neck. "I-I also think you're really great. Your thesis on nanotechnology made me reevaluate the possibilities of the field."

"Is that so?" Norman seemed impressed by the declaration before turning to Harry. "Well, it's great that someone is taking an interest in my work in this day and age."

Harry looked away with a scowl on his face.

 _"Oh no!"_ She was just making things worse for Harry. "A-Anyway, I was just wondering if Oscorp is working on the project you refer to as 'Green' in your thesis? If so, it could be a real boon to Heroes who have below-average physical abilities if there aren't any addictive properties."

Norman's eyes lit up. "Well, right now it's a work in progress. But it won't be on the market for Heroes anytime soon. The military is footing the bill."

Melissa blinked. "O-Oh…"

"I can see you're not a fan of the idea." Norman gave a small sigh as he placed his hand on Melissa's shoulder. "I can already tell you're not the type to develop something that could hurt others. Unfortunately, sacrifices must be made to change the world. That's where your dad and I differed on things…"

She could see that. David Shield was never developed gear for anybody but Heroes. He told Melissa years ago he began his career with the idea that he would help people.

 _"Not everyone wants to dedicate their lives to helping Heroes, I guess."_ Some people just wanted to live their lives, doing right by themselves rather than the people around them.

"Thank you for telling me that, Norman." Melissa looked over to Harry. "I'm sorry, but I need to finish my session with Harry. So…"

"Say no more." Norman held up his hands and walked over to the door. "I'll leave you two alone. After all, my son needs all the help he can get…"

"Goodbye, Dad!" Harry shouted, his voice tinged with frustration.

"...And Melissa?" Melissa looked back at Norman, who was grinning at her. "If you ever decide to unlock your true potential, just know that the door is always open for you at Oscorp." With that, the CEO of Oscorp left the bodega.

Sonny, who had been standing behind the bodega wearing a pair of headphones, whistled while shaking his head. "Man, it's like you guys _enjoy_ bringing your drama here. I should set up cameras and start my own reality show at this point." He returned to his comic, already engrossed with its pages once more.

"God." Harry groaned as he leaned against his chair, a scowl on his face. "I think the only thing stopping my dad from _adopting_ you is the fact you still have a dad."

She sat back down on the chair looking like she'd been punched in the gut. "Harry, I'm so sorry. I just…"

"Forget it, Melissa. My dad has always been on my ass about not wanting to take up the 'family business'. Hell, I didn't even want to go to that stupid board meeting." Harry placed his hand on his head. "God, I don't even know why he can't just let me live the life I wanna live. I don't want to be a mini-Norman Osborn clone."

Melissa looked at Harry and felt the guilt rise up. _"If I hadn't been late, Harry wouldn't have gotten in trouble with his dad._ " But even then, Harry wouldn't have been happy. Harry always seemed happy whenever he talked about music, when he could just be himself. "Harry." The Oscorp heir looked at him and she continued. "If you need someone to talk to… maybe we can…"

Her phone rang. Melissa closed her eyes in frustration and glanced at the screen. It was her Hero course supervisor. _"Damn it."_ She looked back at Harry. "Can you hold on for a second?" She picked up the phone and said, "Hello?"

 _"MELISSA!"_ hollered her perpetually hyper boss. _"The Demons are holding up a bank over on 38th Street! I can handle it myself, but I thought you should know! I mean, I need to throw you a bone or two and besides, some of my awesomeness will probably rub off on you if you're there to see it!"_ He laughed before hanging up. Melissa put away her phone with a sigh, hoping she hadn't gone deaf in that ear.

"Harry, I uh…" Melissa stood up and ran to the door. "I need to go! I'm really sorry!"

"Hero stuff, huh?" Harry flashed a beaming smile while pointing at her. "Hey, it's cool! We can totally schedule that date when you're free!"

She blushed as she exited the bodega, shouting over her shoulder, "It's not a date!" She didn't like how he was laughing just before the door shut completely and she ran to a nearby alleyway. She brought her left wrist close to her mouth and shouted, "LEOPARDON! Outfit One… Change!"

Melissa jumped up as her clothes dissolved in a brilliant flash of light, the particles pixelating and reshaping themselves into a new outfit. At a glance, it was a standard Hero 'onesie' that left little to the imagination. But the spandex-like material was actually temperature-controlled and could protect her against small firearms and knives. It covered her from head to toe, including her neck, ears, and face.

The material was colored dark blue, her favorite color, save for the bottoms of her feet and fingers, which were colored white. On her chest was a spider insignia whose fangs seemed to be reaching for her neck while its abdomen and spinnerets stretched toward her waist.

Four of its arms circled around her waist while two reached up to her shoulders. The bottommost two simply stretched down the sides of her legs before they met the bottoms of her feet. On her back was a similar insignia whose legs met with the front's, but its cephalothorax area bulged a bit and its metallic surface reflected in the light. The outline of the spider glowed a dull neon pink, another one of her favorite colors.

Well, she had been the one to suggest that addition to her father when he made it.

Melissa blinked as the lenses of her mask booted up, which to the outside world were two white teardrop 'eyes' that had a light pink tint to them. A miniature map at the appeared in the bottom-right corner of her field of vision while a miniature 2-D display of her suit was shown in the bottom-left. On the top-left was her web-fluid levels and on the top-right was a little reminder window telling her she was scheduled to swing by the lab in four hours to finish setting up the power system with Max.

"Send a message to Martin that I'm heading over to 38th Street right now!" Melissa launched a web and started swinging. It still amazed her how she could do all these things, sailing through the city with the wind whipping her still-free hair when she used to watch Heroes from the sidelines. "But first thing's first, I need to get the Spider-Mo-!"

Melissa's Spider-Sense went off and she twisted her body just as a whirring blur zipped past her head. She turned to see that she had barely avoided a drone whose camera was trained on her.

"Hey! I'm swinging here!" Melissa shook her fist at the tiny annoyance that plagued New York City just as much as rats, pigeons, and tourists. The camera lens responded by displaying an emojified hand flipping her the bird. Melissa groaned before continuing to swing.

When she became a certified Hero, she would see to it that those things were banned.

 _"Lord knows how many I hit before I learned to dodge on the fly…"_

* * *

Gunfire echoed through the streets as civilians ran away from the intersection of 38th Street and 2nd Avenue. The NYPD cruisers barricading a crashed armored truck and two parked cars were blaring their sirens. Three men wearing matching suits stood atop each of the corralled vehicles. It'd be easy to mistake them for businessmen if it weren't for one key factor.

The masks they wore.

Each one bore a wooden mask bearing the face of a Chinese demon. They were painted in monochrome with murderous eyes. Their teeth were bared for all to see, the carver ensuring each mask wore a vicious snarl.

The Demon built like a scarecrow gazed out from the roof of the armored truck with a dao in hand. The other two were large and heavyset, holding onto yue axes that had holes portraying grinning demonic face on the sides.

The weapon all glowed with a mysterious black and white energy. It burned like fire, but there were times when it crackled like lightning. They were signs of where these men stood in their organization's hierarchy.

Below them, aiming their guns at the police, were five men dressed similarly save for their missing blazers. Two more were stationed at a manhole in the center of the cars, bringing down bags full of money to another in the sewer.

"This is the police!" An officer shouted with his megaphone. "Drop your weapons and place your hands behind your head! This is your final warning!"

The officers drew their guns from behind their cars, keeping their aim as steady as possible. But sweat was already dripping from their hands and brows.

How could it not?

They were facing the Inner Demons.

The Demons had appeared out of the blue a few years ago, targeting and killing rival gangs with frightening speed. They stole their weapons and cash before vanishing. For a long time, the police considered them just another new criminal syndicate with no real aspirations.

Then they upped the ante.

Within a few short months, the Demons made their presence known. They robbed banks, destroyed Oscorp facilities, got into shootouts with the police on a regular basis, and even began kidnapping civilians for ransom.

The Demons were becoming more than just another group of Villains. They were borderline terrorists who seemed to disappear without a trace once their mission was complete.

They left no survivors in the wake of their crimes.

"警察是可以消耗的!" The lead Demon shouted, pointing at the police with his crackling sword. "杀了他们!"

The Demons opened fire while the police hiding behind their cars and returned in kind. The three 'heavies' of the Demons kept an eye on the sky, waiting for the inevitable arrivals of Heroes.

"做好准备." The leader instructed to the other two. "这是对领导者的牺牲."

The other two nodded, knowing what was to come.

This was all for the sake of the glorious mission.

"ALRIGHT, ALRIGHT, ALRIGHT!" Shouted a new voice that somehow drowned out the cacophony of gunfire. "I was looking for the head honcho and I guess I found him!"

A blur rocketed out from behind the police barricade and raced to the lead Demon. One of the larger Demons roared and swung his ax, sending an arc of destructive energy along the ground

A gold ribbon, no thicker than surgical tape, wrapped around his head while the blur soared over the blast. His feet landed on the bound Demon's head, knocking him onto the hood of the car before jumping on the armored truck.

"The small fry can be handled in a bit. Without the leader guiding them, they'll be taken down one by one!"

The Demon sized up his opposition. It was a boy, barely taller than five foot eight. And that was with two inches of gleaming gelled and spiked black hair. Several golden scarves that billowed in the wind wrapped around his head, clashing with the purple t-shirt he wore with a cartoon skull on the right shoulder.

His hands were covered in bands much like the scarves on his face and matching bands wound around his knees. One extending from his left hand was unfurled and still wrapped around the larger Demon. He wore purple cargo shorts with far more zippers than one would ever need. A pair of purple 'shinobi' sandals completed the fashion disaster.

The Hero smirked behind his 'mask'. "Feel honored, Demon scum! You're about to be taken down by Martin Li…"

The Demon rushed at the Hero, who leaned back to avoid the swipe. He aimed his right hand between the Villain leader's legs. The cloth wrapped around a street post and pulled him underneath the Demon.

The still extended cloth from his left arm tripped the man's right foot as Martin was pulled along. The Hero kicked off the post and released the bands. He tugged as two more bands wrapped around the flailing Demon's arms, guiding Martin's elbow into the center of the Villain's back.

"THE TOTALLY AWESOME WRAITH!"

The Demon fell to the asphalt below, letting out a sharp cry that was silenced by the sound of gunfire. Martin acted fast, ducking underneath the wide swing of an axe and jumping down on the fallen Demon, his right leg raised and his muscles tense. The Demon rolled away, narrowly avoiding being stomped on and scrambling to his feet. Two of the gun-wielding Demons turned their barrels on Martin.

"As if the weapons of cowards can take me down!" Another ribbon unwound from his arm and wrapped around a rifle and the hands of the Demon holding it, With a simple tug, the man and his weapon crashed into his companion. Before he could follow-up, Martin undid his bindings to sidestep a short burst of bullets fired in his direction.

A roar caused Martin to look up and see a heavyset Demon jumping from a car with his ax raised overhead. The gold ribbons that once covered his face hung loosely around his neck. He could see the fury in the Demon's glowing eyes.

"Well, at least you're man enough to try and kill me with your own two hands!" Martin jumped to the side to avoid the monochrome blast that headed to him when the Demon landed and finished his blow. "Now, if only you didn't have to rely…" Martin's ribbons wrapped around the Demon's waist, and Martin pulled with his feet outstretched. He landed right on the Demon's face, shattering the wooden mask in a hail of splinters and blood before the back of the criminal's head crashed through the window of the car behind him. "On the tool of a scummy coward!"

Martin sprung off the fallen Villain and turned back to the lead Demon. The Demon swung his sword in the air, forming the faint outline of an infinity symbol. The other Demons were turning to him. The police halted their fire now that a Hero was on the scene.

Martin smirked. "Come on! Where's the rest of your gang? This is barely even a warm-up for the greatest Hero in the world!"

"LOOK! UP THERE!" shouted a civilian who somehow didn't leave when the bullets started flying. Martin took a momentary glance up to see what the fuss was about.

It was a car in only the barest of senses. Its four wheels were attached to four metal 'arms' protected by blue metal armor that sprouted from what appeared to be the body of an expensive sports car. Two more arms came from the bottom of each side, moving ever so slightly from side to side. It gave the illusion that the vehicle was moving like a spider, if one were to ignore the wheels making contact with the ground and the light blue energy emitted from the bottom of the four other appendages.

It was also driving, or in this case crawling, along the side of a building in a way that defied gravity and other scientific laws.

The sports car body was colored dark blue, blending in with the black tinted windows of a car. On the hood was a glowing pink spider emblem.

Martin grinned. "Took ya long enough, Spider-Woman."

"Sorry, Wraith!" Came a voice from inside projected with speakers. "Let me make it up to you!"

The vehicle leapt off the building, landing into the center of the makeshift arena of wrecked cars. As it fell, the arms retracted and the vehicle looked like an ordinary sports car. Two small cannons extended from either side of the hood, instantly locking on the fleeing Demons. It fired five times, webbing a Demon to something with every volley.

Two Demons were stuck to the ground, their guns out of their reach after dropping them in their panic.

One was stuck to a lamppost, moaning in pain through his shattered mask as the webbing forced his body to hug the pole.

Another landed on the side of a police car, cursing in Chinese as officers ripped his rifle from his free hand.

The fifth gun-wielding Demon managed to avoid being restrained by the webbing and opened fire on the vehicle, shouting in Chinese as bullets scratched and bounced off the surface.

The windshield opened and a web shot out, nailing the Demon in the chest. Melissa pulled on the Demon while she jumped out of the car and brought her right arm back.

She angled it as the Demon came closer. She had to do this right to avoid breaking his neck.

The crook of Melissa's arm met the side of the Demon's head. The Clothesline did its trick, the Demon flopped painfully onto his and before he could even gasp in pain Melissa turned and webbed the Demon to the ground.

"Great job, for a beginner! But ya missed one!" Martin shouted. His right hand grabbed a ribbon from his left that he pulled taut above his head, stopping the lead Demon's sword from splitting his head in two.

Melissa's Spider-Sense went off just in time as she backflipped away from the swing of an ax. Once she landed, she sized up the heavyset Demon who was gripping his glowing weapon and cruelty walking over the body of his captured ally.

She needed to end this fast.

Melissa ran towards the Demon, who likely smirked behind his mask as he raised his ax. When he brought it down, another energy blast tore through the asphalt to meet her. Melissa jumped up and over the blast and the Demon at the last second. Twisting her body, Melissa launched two webs on either side of the Demon and pulled.

She shot down like a bullet, kicking the Demon in the back and making him fall onto the ground. Leaning down, Melissa wrapped her arms around the man's midsection and brought him up.

 _"It always feels weird when I do this!"_ She leaned back and let gravity and her limber spine to do the rest. Her hair pooled on the ground, but her head never touched the asphalt. That pleasure went to the Demon, whose head and shoulders hit the ground with a floor-cracking crash.

The German Suplex. One of the moves that Hogan had taught her and said she did like a pro.

Melissa pushed her feet off the ground, allowing her body to sail through the air while still gripping the Demon's body. At the apex of the arc, Melissa let go and landed on her feet while the criminal flopped like a dead fish. She webbed him to the pavement just in case.

It was amazing. Just a year ago, Melissa never thought she would be in a fight. Oh sure she took a couple self-defense courses. _"You'd have to be an idiot to work in the Support Department and not expect a Villain to try and go after you."_

But fighting alongside Heroes, learning wrestling moves and using them against Villains who fired at her with actual bullets…!

She was ripped from her thoughts by her Spider-Sense and the sound of guns cocking behind her, and Melissa's Spider-Sense went off once more. _"The two from the manhole!"_ She should have covered the damn thing when she had the chance.

They were too close to do anything that would involve turning around or moving her four limbs.

Luckily, she had a few extra.

The Demons screamed when four rosy pink mechanical spider legs burst from her back in a blinding flash. The top two hit the bottoms of their hands, bringing the guns up and making them fire uselessly into the air. The bottom two hit the Demons in the chest, knocking them back and giving Melissa an opportunity to turn around and cocoon them.

When they fell to the ground, struggling against their webs, Martin landed a spin-kick to the lead Demon's head. The man crumpled to the ground, dropping his weapon. It flickered for a second before returning to looking like an ordinary but extremely sharp sword.

"And that's how it's done!" Martin declared, placing his hands on his hips and turning to Melissa. "Great job, but you have a lot to learn! The only reason you were able to handle the small fry so fast was because you had the element of surprise."

Melissa blinked. "But… isn't that a good thing?"

"Oh yeah, totally. But what'll happen when you don't have that big hunk of junk to soften them up even more?" Martin walked over to the vehicle and rapped it with his knuckles as the police moved to arrest the struggling Demons with their guns still drawn. "You gotta learn to handle yourself in a real fight without help from your toys, even if it's against small fry I softened up for you."

Before Melissa could answer, cheers erupted from behind the barricade. She turned to see the grateful faces of people who were held back by the police assigned to keep back civilians from the crime scene.

"That was amazing, Spider-Woman!"

"Oh my God! It's Wraith!"

"The Spider-Mobile is so goddamn cool!"

"He's so dreamy…"

"But way too damn loud!"

"I thought I was gonna die!"

"The Demons don't stand a chance with you two around!"

"You're my Hero!"

Melissa's heart swelled from their gratitude, from their happy smiling faces as they waved at her and took pictures.

This was it. This is what she admired Heroes for. What she admired Uncle Might for.

The ability to make people smile in the worst of times, to tell them that everything was going to be okay.

 _"If only you could see me right now. Uncle. Papa. Deku…"_

"GYAHAHAHAHA!" Martin's laughter rose above the crowd's cheers as he paraded around the ring of civilians and passed out slips of paper. "No need to thank me folks, just doing my job! I mean, I would be a pretty lousy Hero if I showed up too late to put a stop to these creeps' crimes."

Melissa had to stifle a groan when she saw what he was passing out.

 _"He brought his own autographed headshots!?"_ It was a picture of Martin in full Hero costume, leaning on a table with his right hand on his chin and giving the camera a 'dreamy' look. Really, all it did was make Martin look needy.

Most people who got them either stared at the pictures in confusion or dropped them. Some girls, especially the younger teens, discreetly put them away in their purses or pockets.

 _"No accounting for bad taste, I guess."_

"And remember, if you wanna really wanna show your support to me…" Melissa coughed. Martin rolled his eyes. "...And my sidekick, be sure to volunteer or donate to F.E.A.S.T! There's only so much us Heroes can do on patrol. Any help you provide will make you the Heroes of someone who needs it!"

Martin basked in the applause until something else crossed his mind. "Oh crap! I almost forgot!" He ran over to Melissa, eyes wide with panic. "Melissa, you gotta help me get to the F.E.A.S.T Center right away!"

"Huh?"

"Come on, it's an emergency! Life or death, do or die!" Martin caught himself and tried to lean on an invisible wall with his arms crossed. "I mean, a cool guy like me can only be fashionably late so many times before it becomes uncool, you know?"

Melissa bit her lip. She had two hours before she had to work with Max. She could give Martin a lift to the F.E.A.S.T Center and still have time.

 _"Besides, he is my boss."_ Martin was giving his headshot to a toddler, who instantly stuffed it in the corner in his mouth to the Hero's dismay. _"Unfortunately…"_

"Okay…" Melissa's shoulders sagged before he motioned Martin to follow her. "Come on, or else we'll hit traffic."

"Sweet!" She bit back a curse when Martin jumped into the driver's seat of the Spider-Mobile. It was her car goddamnit! "Come on, Melissa! Time's a-wastin! YAHOO!"

 _"Whatever's got him riled up better be worth it…"_

* * *

"Happy birthday, dear Alex~!" People of varying age groups, gender, and cultural backgrounds sang as Martin Li and Melissa brought a massive Dominican cake onto a table in the dining area of the F.E.A.S.T center. At the head of the table was a nine-year-old girl wearing clothes that were obviously worn down and used. Next to her were her mother and brother, Mary and Freddie Freeman, in similar states of dishevelment.

The family had fallen on hard times and was recently evicted from its apartment last week, forcing them to stay at F.E.A.S.T until Mary could find work again. She smiled as they brought the cake down, the eight candles blazing and ready for the coming event. "Happy birthday to you!"

With that, the girl blew out the candles to the applause of everyone around the table. Melissa joined in as well, clapping and giving a high-five to the delighted birthday girl before helping Martin to cut the cake.

Despite her initial annoyance of being dragged away from her plan for the day, this little event made it worthwhile.

F.E.A.S.T., or Food, Emergency Aid, Shelter, and Training, was an organization Martin had started when he was just fourteen with the small fortune his parents had left him when they died. The organization had started with a few rented floors of a run-down building in Queens, the aides mostly comprised of civilian volunteers and any Heroes Martin could pester into helping him drum up support. Then, through various sound investments by family friends and some deals of his own, Martin was able to expand his fortune and rent out entire buildings for his organization

It turns out when one side thinks the other is or is representing a loudmouthed idiot, the 'idiot' can walk away with the better deal.

Just because one looks and acts like an idiot didn't mean they actually _are_ one.

Martin's meteoric rise as a Hero was another boost to his business. He had gotten his license when he was just sixteen while Melissa was still Quirkless. As the Wraith, Martin was able to get more volunteers and have money flow into F.E.A.S.T through a constant stream of small donations from his growing fanbase.

Having a Hero save someone's life made people a bit more inclined to donate to charity when asked.

This got them better equipment, healthier food, and commodities that helped make those who needed to stay around feel a bit more comfortable.

The job training and drug rehab programs also made the organization a boon to those who needed it.

"Martin…" Melissa turned for a second to see a crying old woman wearing a worn green jacket and fingerless gloves shake Martin's hand. "Thank you so much… I was able to get the job…"

Martin beamed while returning the warm hug she gave him. "See? What'd I tell ya Maggie?! I told you that I would fight tooth and nail to open that door for you, and I did! The rest was up to you, and let me tell ya you earned it!"

Melissa smiled a bit at the scene. _"You know, I prefer this side of you, Martin…"_

She noticed a new presence by her handing out slices of cake. It was a woman her age with dark blue hair tied in a ponytail and dressed in a black business suit and, amusingly, a floral-patterned apron stained with flour and icing. Her silver eyes glittered in the light as she handed out pieces of cake with an equally brilliant smile on her face.

Asuga Shiki was Martin Li's personal secretary and, apparently, childhood friend. He hired her to help him with all the 'boring stuff' running an organization like F.E.A.S.T. and managing his sizable wealth would entail. She did it all effortlessly. Melissa could scarcely believe how a nice and professional girl like her could handle someone as bombastic and hyper as Martin Li.

 _"Because it takes someone like that to really make a difference."_

Asuga had said those words to her when they first met. They helped to remind Melissa that despite his loud, egotistical, and annoying behavior… Martin Li was someone who wanted to go above and beyond what being a Hero meant.

"Had a little accident in the kitchen?" Melissa asked her, and Asuga just gave her a smile with her eyes closed. In that moment, Melissa could see the exhaustion that Asuga was hiding beneath the mask.

"Well… I never considered myself a cook, but I think I did pretty well."

"I'll say!" A man with a piece of cake said while holding it up. "Your stuff is amazin' sweetie! You should be on one of 'em cooking shows!"

Melissa looked at the cake and her stomach growled at her to take some. "No. Bad. Everyone else first…"

"Melissa!" She turned to Martin, who was waving at her. "Go to my office and wait for me. I wanna talk to you about some things."

"But…!"

"It's okay." Melissa looked back to Asuga who was shooing her off. "Go see what Martin wants with you. I'm not too tired to pass around a few more slices of cake."

Melissa bit her lip. She wanted to argue against it, but instead nodded and got up. She walked through the dining room and the main living area. Miniature beds, sleeping bags, and chairs created a miniature town in what used to be a basketball court that still had the baskets from when the building was a gym.

"...still lookin' for someone who's hiring…"

"It sucks goin' cold turkey, let me tell ya…"

"...wouldn't know what to do without Martin…"

"...Asuga helped me get an interview for a janitor job up in Washington Heights. Commute's gonna be a bitch but what can ya do?"

She passed by the TV to get to the stairway and ignored the politics on display.

 _"Earlier today, President Wilson Fisk downplayed the threat the criminal organization known as the Inner Demons has on New York City…."_

Melissa climbed up the stairs, passing by others who were either returning from the bathroom or meeting with their sponsors. Her eyes caught on the door of Martin's office, the small sight which was just an autographed piece of paper, and went in.

Martin Li's office was surprisingly clean given his usual habits. Asuga was likely tidying up after Martin or chiding him until he did it himself. A silver laptop sat atop a proud oak desk in the center of the room. A stack of paperwork and an All Might action figure laid on either side of the computer.

A purple hoverboard was propped up against the wall on the right. The neon green light in the center indicated it was charging. A punching bag hung from the wall on the left and dumbbells were tucked underneath it. A cork board hung on the opposite wall. Pictures of the city and small notes, written and circled in red marker, were pinned to it with tacks.

Behind the desk was a small drawer that had only two things on top: a sheathed dao sword whose black scabbard gleamed underneath the LED office lights. Next to it was a framed picture of a man who looked like an older Martin hugging a black-haired Chinese woman, both smiling as they held a small baby sucking his thumb.

 _"His parents…"_ Melissa closed the door behind her and looked to the right to see a small glass smart table with a coffee maker on top. _"I could use some of that."_ Coffee has been her best friend since middle school.

She walked over to the table and tapped on the glass, which displayed several different flavors of coffee. "One French Vanilla pod."

 _"Five cents please."_

"Huh?"

 _"Five cents."_ The table sounded like a stuck-up waitress at one of I-Island's snootier eateries. _"If you require cream, that will be an additional two cents. Each packet of sweetener will cost a cent each. I am sure you have the funds needed to complete this transaction."_

"Aw, don't worry about that." Melissa turned to see Martin grinning as he stepped into his office. "Asuga set that up after she read some book. She thought it was funny. You don't actually need to pay for the coffee, but it's a great way to donate some money." Martin leaned down and tapped away at the glass.

 _"H-how dare you!"_ The artificial voice shouted. _"This is an outrage! I'll sue!"_

"Don't give me that, you hunk of junk!" Martin kicked the table repeatedly. "Give it up or I'm gonna sell you for scrap parts! Ya better believe it, tin can!"

It relented and brown gold poured into a ceramic cup that rested underneath the machine. "Thanks."

"No prob. When the robot apocalypse comes, you can count on me to put them in line." Surprisingly, he was silent for a few seconds. "Seriously, thanks for helping out. It means a lot to me."

"No problem." Melissa set the now empty cup down on the table. "I love helping people out. That's why I became a Hero in the first place."

Well, originally she just helped those who helped others. But now she could do that and bring happiness to others herself.

"I know. That's why I took you as my sidekick." Martin sighed as he looked at the picture of his parents. "Mom and Dad always believed there's just too much bad in the world. That's why they always helped others whenever they could. There needs to be a balance, and I can't do everything on my own no matter how awesome I am." He walked over and picked up the frame. "Besides, even if most of the guys outside eventually leave… they need this place. A home with a family and people who care…"

"And you're the one who gave them that home, Martin." Melissa gave him a reassuring smile. "I'm sure they would be proud of what you did."

F.E.A.S.T does lot of good every day. The fact that he went out of his way to build it spoke wonders of his altruism to the downtrodden. It was one of the things that Melissa actually admired about him.

Like her own father, Martin used whatever he earned to help those who needed it.

As annoying as it was, his drive to do whatever it took to back up his insanely egotistical boasts was pretty inspiring.

"Yeah, they probably are. This place… it really shows the best of me, doesn't it?" The small, gentle smile on his face darkened for a moment. He placed the picture down and moved to the board. "But before they can rest easy, I gotta take the Inner Demons down!"

"Aren't those the locations of raids the police and Heroes did on suspected Demon hideouts?"

'And where the Demons do most of their dirty work." Martin walked over to the board and glared at it hard. "They've been popping up more than usual, stealing guns and cash from stores, banks, and other gangs… Mr. Negative is up to something big. What is that son-of-a-bitch planning?"

The sheer venom in Martin's voice almost made him sound like a different person… but Melissa knew the history behind Martin's hatred for the elusive leader of the Inner Demons.

He and his parents immigrated to the United States in search of a better life. Martin had been diagnosed was a rare disease as a child. An experimental procedure funded and developed by Oscorp was his only chance at survival. The treatments were long, grueling, and expensive, but Martin's dad had brought a considerable fortune with him.

On the day of the final treatment, the Inner Demons made their first appearance, massacring everyone in the medical ward and research lab. Scientists, doctors, nurses, interns…

...and Martin's parents.

The self-proclaimed Mr. Negative had declared that the bloodshed was necessary to make a point to his hated enemy, Norman Osborn. Martin attacked him out of grief, but Mr. Negative knocked him to the side and taunted the young, sickly boy for his weakness.

 _"If you seek to avenge your parents… to fight for those whose blood runs on the floors of this accursed building… then grow strong. I shall be waiting, child…"_

Martin only lived because Mr. Negative let him.

Any Demons that were captured in the past few years said nothing save for their master's name and how they were his tools for his crusade. Nobody knew anything about their leader besides Martin's description of a man colored like an inverted photo negative. His skin was pitch black, while his eyes, hair, and suit glowed a deathly pale white. His Quirk was a mystery and the only theory was that it was some sort of power storage Quirk, explaining the Demons' enhanced weaponry.

 _"And Martin made good on his promise."_ Martin trained and studied constantly whenever he wasn't on patrol or running F.E.A.S.T, striving to become the best Hero in not just the States, but the entire world. _"Even his attitude makes sense. He was a sick kid when his parents died, so he wants to become someone who's anything but a sick or weak."_

"We need to hit Mr. Negative where it hurts!" The board rattled when he slammed his hand against it. "We're gonna figure out what he's planning, stop it, and flush him out of hiding! I'm gonna show that evil bastard what a big man like me can really do now that he's not just some kid!"

Now that made Melissa worried. _"I want to stop the Demons too, but…"_ She still had a life. She had responsibilities, and it wasn't like they could just drop everything to focus solely on the Demons. "We still need to do patrols you know." Noticing Martin's scowl, Melissa added, "I-I mean, it's great to hear you say that, but the Demons aren't the only Villains around."

Martin ruminated on her words for a moment before responding, "Please, as if I would let the small fry off the hook. We're still going to kick the stuffing out of weaklings that pray on the weak, but finding where Mr. Negative slunk off to will be our top priority!"

She breathed a sigh of relief. _"At least he isn't completely obsessed over it."_ Still, the look in his eyes scared her. It was like a dark determination, as if his mind had been made up despite what he said.

Before she could comment on it, her phone vibrated. She fished it out and cursed. She had half an hour to get back to the lab and set up the eels. "Sorry, but I need to go."

That snapped Martin out of his funk. "Alright, but don't think you can slack off!" He grinned at her. "I can take on the Demons myself, but you need to take notes if you even hope to become as badass of a Hero as me!"

"Yeah, sure…" Melissa rolled her eyes, but the implication was clear.

When he called her next time, she better be ready to haul ass and take on the Demons by his side.

Melissa ran out of the office, saying short goodbyes to everyone she passed before pressing on her bracelet. The Spider-Mobile beeped and opened its windshield, allowing her to jump into the driver's seat and buckle up.

The faster she got back to the lab, the faster she and Max could finish.

* * *

Melissa's hands opened the drawers of her worktable, searching for her spare four-inch torque wrench. _"Come on, it's gotta be here somewhere…"_

The eels had arrived on schedule as did the chemicals she ordered for their water, meaning that all that was left was the assembly of the Electro System.

She had stumbled upon a thesis about enhancing the electric eel's bio-electricity through a combination of various chemicals and siphoning off of it to power homes. She saw its potential and created a working prototype with her lab as the first test site. While the building's solar panel windows gave her plenty of electricity for everyday usage, sometimes the experiments she performed consumed too much. The Electro System would act as the primary electricity source for her lab with the building's system providing the extra power when the need arose.

Sure, she would have to feed them and occasionally clean out the tank, but Melissa always found sea life fascinating, so it wouldn't be a chore to her.

Melissa's eyes drifted to the pictures on her desk. There was her as a kid riding on her father's shoulders. _"It's so weird seeing Papa so young."_ Her heart ached despite knowing she could always call her father. After all, he was away on I-Island in the Pacific Ocean while she was on the east coast. _"But that's what I get for wanting to get into a school with the best late start Hero Program."_

Another picture was her holding her diploma from I-Island academy, tears in her eyes as David stood next to her. The next was her in a hospital gown trying to block the camera from taking a picture of her with All Might laughing in the background. _"He was so shocked when I showed him my new powers, but happy too."_

But that was Uncle Might for you. Always happy for others and encouraging them.

Even when things weren't going right for him.

The next photo was her in her Spider-Woman costume minus the mask, posting a photo with Izuku Midoriya and his friends after beating Wolfram and his men during their assault on I-Island. The arms dealer hadn't expected her to be visiting her father that day, nor how surprisingly experienced a bunch of first years from Japan's best Hero school were when it came to fighting Villains.

The battle was brutal and hard-fought, but they had won in the end and Melissa made friendships she knew would last a lifetime.

 _"I can't believe I'm seeing you in person! Spider-Woman, a Hero born without a Quirk who gained power through something that straight out of a comic book! I-I'm sorry, but I was following your story ever since I first heard about it a couple of months ago and I just… well…"_

Melissa giggled remembering her first meeting with Izuku, how nervous yet excited he was to see her. That went into overdrive when he remembered her dad was All Might's former sidekick. _"I wonder what Deku is doing right now."_ She should probably give him a call when she was free.

Finally, she looked to a picture of her mother holding her as a baby. Her eyes softened as she looked at her mother with blond hair and blue eyes so much like Melissa's own. _"I look so much like her now…"_ Melissa picked up the photo and stared at it.

Her mom had died when Melissa was still just a baby, so she never really got to know her. The only information she got about her mom was from her father and what she could get from Uncle Carl and Cousin Eddie before they drifted apart.

She was a kind woman who had loved watching horror movies for fun above her parents' protests. She played video games and listened to the classical band called The Rolling Stones. She and David met in college as lab partners, and sparks flew from there.

She had been looking forward to watching Melissa grow, but life had different plans.

 _"I hope you're proud of me, Mama…"_

"Melissa! Where's that wrench!?" Max shouted from the lab.

"Coming!" She put down the picture of her as a baby, David Shield, and Mary Shield-Brock before grabbing the wrench and running back to the lab.

"Finally!" Max sounded as exasperated as he looked while pointing his index fingers at two wires. All of his fingers had a small, metal needle-like extension at the tip, a sign of his Quirk.

One of the reasons why Max was a great technician was because of his Quirk, Current Process, which allowed him to harmlessly take in and transfer electricity from part of his body to another. It let him test the connection of wires and ensure that the equipment was working properly.

"It ain't really my style, but you need to get your head out of the clouds boss." Max released himself from the wires and began the necessary attachments. "Otherwise, you're gonna miss out on what really matters. Like getting your fancy-schmancy new age eco-friendly generator up and running." The eels in the tank just next to him seemed to understand, and they were glaring at the technician with their dead fish-like eyes. "Also, said generator's freakin' me out so let's do this."

"Again, I'm really sorry Max." Melissa sighed as she screwed in the bolts of the tank's skeleton. The metal beams helped ensure that the tank wouldn't shake more than necessary and the glass wouldn't hit anything that would shatter it and short-circuit thousands of dollars in equipment. "Did you at least have a good time while I was gone?"

"Well, I used your 8K TV while I worked." He grinned at her. "You sure had a busy day."

"The life of a Hero usually is, but I like it." Melissa fished out another bolt from her bucket and continued. "Besides, all I did was assist. The Spider-Mobile and Wraith did most of the work."

"Dunno. The German Suplex was pretty badass." Max shrugged. "Lord knows that I wouldn't be able to do any of that crap.'

"Well, I wouldn't advise it." Melissa giggled. "In all seriousness though? Yeah, just go to a Hero or the police. We actually get paid to help you."

"Kicking around thugs and getting beaten up in is just a perk then. Prime time programming that's completely free. That's great. I mean, for guys like me. Not for you."

Before Melissa could reply with an equally witty remark, her phone rang and Melissa groaned. "Hold on, I need to take this." She pressed on the screen and brought it to her ear. "Yes?"

 _"Melissa!"_ Melissa moved the phone away from her ear as Martin's voice continued to torture her eardrums. _"I was able to get the chief of police to authorize a raid on a Demon stronghold, and we need every available Hero to provide backup… for me, of course."_

She had to stifle a groan of frustration. Damn it, why now!? "Can it wait a couple of hours?"

 _"WHAAAAAT!? You can't be serious Melissa! Remember what I told you earlier!? If you want to be a badass like me, you can't slack off!"_

"It's just that you caught me in the middle of something and I need to…."

 _"One hour! That's all you've got Melissa!"_ Martin hung up and Melissa did groan.

"Bad news, huh?" Max asked with a raised eyebrow.

"Your boss has a boss, and my boss just told me to get to his place in an hour." Melissa looked at her phone as it received a text with the location of the stakeout. "We're going to have to speed this up."

"Hey, it's your call, but remember you have to make sure everything goes where it should."

In record time, Melissa finished putting the cage together and Max finished with the connections. They stood back and marveled at their handiwork, a tank of eels attached to a metal platform with rows of thin power cells on a rack to its right, each one having the necessary measuring equipment attached including voltage meters. "Alright, activating vibration platform." Melissa took a remote from the floor and pressed the first button. There was a low, almost inaudible hum as the tank lightly vibrated. This allowed the chemicals mixed with the tank water to become active without disturbing the eels. "Everything looks good. Now for EL-Emission."

Melissa pressed a second button and the bottom of the tank glowed blue, emitting low-wavelength light radiation that activated the eels' bioelectricity without disturbing the animals. Like magic, flashes of electricity sparkled off the animals to random points of the tank. Specks of green glowed with each flash, matching the power cells whose lights and meters whirred to life.

The lights over Melissa and Max flickered for a second before they returned to normal. Two grinned at each other, realizing the implication of the event.

"Well, looks like you're the first person crazy enough to use eels a power source." Max crossed his arms. "The little bastards are ugly as hell, but apparently they're giving you power without frying themselves."

'Well, we still need some time to test this. This is just test one out of who knows how many." Melissa sighed and looked at Max pleadingly. "Do you mind staying for another hour and checking the voltage? You can turn it off after and head home."

Max hummed before checking his watch. "If ya pay for some Chinese delivery I'm about to order for dinner, then sure."

"Deal!" Melissa quickly ran through the instructions of shutting down the Electro System before running out the door.

It wasn't until she got to the first floor when she noticed something was clinking in her pants pockets.

When she reached in and fished out what was causing the noise, she saw two screws in her hand.

 _"What? But I used them all already."_ She had put in all the screws to the cage, right? _"Yes, that's right. These must be the spares."_ With a shrug, Melissa put them back in her pocket and ran out the first door, waving goodbye to Aleksei who was going off to his favorite street vendor for a gyro.

Time to get to her other job.

* * *

"Where's Mr. Negative?" Martin growled, holding a Demon by the collar while Melissa watched anxiously.

The raid had gone well, or at least as well as busting around twenty-five Demons without any big guns or cash could have gone. The Inner Demons had cleaned house just a short while before the raid commenced.

Still, the sheer number of Heroes and police involved meant the fight ended quickly and nobody was seriously hurt. The Heroes were bringing the struggling Demons to the police or scouring every nook and cranny for some clue towards the whereabouts of the base's former contents.

Martin was more interested in what the Demons knew about their boss.

"I know he was here. I can feel that bastard's presence. So where did he slink off to? Huh!?" Martin shouted at the Demon, shaking him.

"Wraith, take it easy." Melissa advised to the normally cheerful Hero. Martin losing his need to boast was scary enough. But shaking down a criminal who had no way to defend himself? "You could get in serious trouble if you push things any farther."

 _"Martin, I know you want to take down Mr. Negative but this is…"_

The Demon chuckled at Martin's demands. "肏你祖宗十八代."

The translation her mask's software provided went along the lines of 'eff your ancestors to the eighteenth generation'.

Martin's eyes blazed with fury. "操你媽!" After saying some... not very nice things about the Demon's relationship with his mother, Martin raised his fist only for Melissa to grab it by the wrist.

"Wraith, that isn't how Heroes do things! Let him go!"

For a moment, things were tense. Nobody moved or even breathed as Melissa held Martin back. She only had the assurance of a lack of Spider-Sense that Martin wasn't going to try and attack her. Goosebumps crept along her skin as she spoke.

"Y-You always said you were a big man, right? The best Hero in the world, who small fry couldn't even hope to touch? So why are you letting this creep get to you?"

It was the safest bet she could make, playing on Martin's ego and desire to be a Hero. "Please let that be enough to snap him out of this…"

Luckily, Martin's hand relaxed and unclenched. "Yeah. Yeah, you're right. I'm the biggest Hero around." He dropped the Demon to the ground. "Why am I letting a little guy like you get to me?" Martin walked back to Melissa, shaking his head. "Thanks for reminding me. Sometimes I forget the kind of person I am, especially when it comes to these creeps."

Melissa let a small, nervous smile grace her lips from behind her mask. "No problem, Wraith."

 _"He's just riled up because of Mr. Negative. Remember what he went through. This makes sense. Anyone would react just as badly, desperate to try and find a man who tore away their family from them."_

The explanation was logical, so why did she feel so scared?

Her phone rang and Melissa saw on her HUD that it was Aleksei. She tapped her right ear and asked, "Hel-?"

 _"Melissa! You need to get back! Something's happened!"_

Melissa was paying attention the moment she heard Aleksei's panicked voice. She heard the sound of something crackling in the air not unlike popping firecrackers. It made it hard to hear most of the security guard's message.

What came next was loud and clear.

 _"AGGGGHHHH!"_

It was Max's voice, sounding as if…

...as if he were dying.

 _"It's Max! Jesus, he's in the middle of it and…!"_ The connection ended abruptly, and Melissa stood still for a second processing it all.

She ran.

"I need to go!" Not even waiting for permission and ignoring anyone who called out after her.

She left the Spider-Mobile behind and swung through the city as quickly as possible. There was no time to be graceful or polite about this. _"What happened!? What could have gone wrong!? Could Max have made a mistake during the shutdown process!?"_

No, that was insulting to Max. The man was always careful when it came to expensive and experimental technology. It had to be something else. Did the eels react negatively to the radiation or the vibrations and slam against the glass? Did one of the power cells explode from an influx of electricity?

She spun web after web, pulling herself up the skyscraper to reach the top. She could already see the cracking of yellow electricity from inside, scorching the wall and breaking the glass as it escaped. Melissa launched a web to the screen that separated the inside of the penthouse from the balcony, pulling herself forward and curling her body into a ball as she broke through the reinforced glass.

She instantly jumped to the ceiling when her Spider-Sense flared. On the floor was a pool of water glowing green from the electricity coursing through it. The barely twitching eels were flopping on the soaked tile, gasping for water when they weren't being electrocuted by the writhing mass in the center of the lab.

It was vaguely humanoid, but it glowed with electricity that crackled and burst randomly. She could make out two blue dots that one could see as eyes, if only because below it was an open mouth with teeth and a blackened tongue screaming in pain. The air was filled with the nauseating stench of burnt flesh and ozone.

 _"Oh god, is that Max!?"_ She had no time to lose. Melissa launched a web to the small blue cylinder that looked like a fire hydrant complete with a nozzle, but had a cartoon with an eel behind a red X. She aimed the nozzle and pulled the handle in one quick motion, shooting a white foam comprised of a neutralizing agent that nullified the chemicals in the water and reduced the bioelectricity emitted by the eels.

Just in case anything went wrong, as it was right now.

The foam covered the screaming thing that was once Max. She continued until he was completely covered and the floor around him was coated as well. When it could fire no more, Melissa tossed it to the side and jumped down, wiping the foam from Max's face. "MAX! Max, oh god don't be… don't be…!" Melissa couldn't stop tears from rolling down her face when she saw him.

Max wasn't screaming anymore, but he was moaning in pain. He looked like he'd been dipped in the sun. Melissa felt a glimmer of hope as she watched his charred and raw skin slowly reform right before her eyes.

She jumped back when a spark danced off Max's skin.

The worst wasn't over.

Thinking quickly, Melissa called 911."Yes, I need an ambulance here right away. One of my employees made contact with several chemicals that are reacting negatively with his Quirk…"

"Jesus…" Aleksei muttered as he walked in from his hiding spot by the entrance. "I-I came when I heard glass breakin' and Max shouting, but I didn't… is Max…?"

"H-He's breathing. Thank god, he's…" Melissa's eyes widened. "D-Did you say the glass broke?"

"Yeah. Why?"

She said nothing as she got up and walked to the Electro System. She launched a web to shut it down for good as she drew near and inspected the cage.

There was a missing screw from the top left and right corners.

With those missing and several loose in her rush to leave, the glass tank would have vibrated and hit the metal so frequently that it…

...Shattered.

Melissa's clasped her hands over her mouth, remembering the two screws she found in her pocket.

"Oh, Jesus… Oh, God no. Max… Max I..."

This was all her fault.

* * *

 _ **Rise Above: Part 1**_

 **To Be Continued...**

* * *

 **Note:** **Woo! This is finally done, thanks to no small part from my beta Reppuzan! Seriously, the guy is great and I cannot thank him enough for this.**

 **Originally, this idea was going to be one whole chapter but due to length I split it into two. I just had so much fun exploring Melissa's world, her relationships, and making this world feel lived in that I got carried away. Part 2 will come eventually. I just wanted to have a small break from the main story and explore another corner of the Spider-Verse.**

 **Had a lot of fun with Martin Li who I intentionally made to be basically Black Star from Soul Eater with a bit of Naruto. What can I say? I love the annoying little shit and thought that his hyper personality contrasted nicely with Melissa's calm, friendly, and professional one.**

 **Also for those of you who couldn't tell, I based Max Dillion's appearance on Jamie Fox, though I leaned a closer to how he looks in real life than the Max Dillon he played in Amazing Spider-Man 2. Kept the teeth gap though.**

 **Melissa's costume is a bit of a mix between the costume worn by the Ultimate Comics version of Jessica Drew aka Spider-Woman (Who's also a clone of Peter, which is a long and weird story) and Peter's Parker Industries suit from Dan Slott's run. Thought it would be nice to give Melissa her own unique costume while highlighting her more tech-heavy approach.**

 **As for how buff Melissa is... I would say it leans more to Korra than Mikasa Ackerman from Attack on Titan.**

 **Hope you guys enjoyed this trip to the Spider-Verse!**

 **You should be returning to your regularly scheduled programming soon.**

 **Please leave your thoughts in a review and visit this fic's TV Tropes page.**


	8. Issue 7 - Boy Falls from the Sky

Izuku was hyperventilating as he stared up at U.A's front entrance.

The school was a massive concrete and steel building whose windows seemed to exclusively reflect the clear blue sky. It was shaped vaguely like the letters U and A if he stared at it from a distance and stood on his hands. Beyond the imposing gate that proudly bore school's insignia was a massive tiled courtyard lined with statues of alumni and headmasters on each side of the path.

U.A was the Hero school anyone who aspired to become a Pro wanted to attend. Sure, there were other schools like Ketsubutsu Academy, Shiketsu, and Isamu, but U.A was considered the best in all of Japan.

Most of the current Top Five Heroes graduated from here. The No. 4 Hero, Best Jeanist, who could turn any kind of fiber into a weapon. The No. 2 Hero, Endeavor, who solved more cases than any other. And of course, the No. 1 Hero and the Symbol of Peace, All Might.

U.A. was practically a requirement to get on the fast track towards becoming a great Hero.

Boasting an admission rate of _one in three hundred_ , U.A.'s Hero Course is exclusive to the best of the best, the next generation of top Heroes.

 _"And I'm just standing here looking like an idiot soaking it all in."_ Shakily, Izuku stepped through the gate and past the sign that read 'U.A High School Entrance Exam Location'. Once he was through, he began breathing even harder and stood off to the side so he wouldn't block anyone. Steadying himself on the bust of the U.A Alumni, Green Lama, he felt tears form in the corners of his eyes and a quivery smile form on his face. _"I can't believe I'm actually here!"_

Thankfully, Izuku had enough self-control to not squeal like a little girl.

 _"I'm so nervous..."_ He took slow, steady breaths through his nose and out his mouth. _"Even though I trained hard with Peter and have a handle on my powers, even if he told me he thinks I'll pass..."_

He'd taken Peter's advice and gotten a good night's sleep, waking up extra early and eating an egg-filled breakfast before wishing his mom goodbye. He tried to listen to music on the way to the school to calm his nerves, but it did nothing to steady his pounding heart.

 _"Oh, stop it!"_ Izuku shook his head and began stiffly walking to the gate. _"T-This is just pre-test jitters! I studied and trained under Spider-Man! The real Spider-Man! If that doesn't make me ready for this, then I don't know what will!"_

He still felt like sprinting to the bathroom to puke.

"Hey, Midoriya!"

Izuku almost tripped himself hearing a girl shout his name. He probably would have if he hadn't recognized the voice calling to him. "J-Jirou-san!" He turned to see the girl he had met in the record store just a couple of weeks ago dressed in what looked like her winter school uniform underneath a black, fur-lined aviator jacket and a blue scarf bearing the image of the Grim Reaper clutching his scythe on each end. She grinned and waved at him from the center of the pathway and he ran up to her.

"H-How's it going?" Izuku asked, cursing himself for his stuttering. How was he supposed to talk girl if he kept stuttering like this? They'd think he's brain damaged or something!

"Nothing much. Going to the test, same as you." Jirou shrugged. "Surprised I was able to see you right away. Weird coincidence, huh?"

"Y-Yeah... I suppose." His life consisted of far more bizarre circumstances as of late, but she didn't need to know that. "Y-You ready for this?"

"Hell no."

"That's super blunt!" Jirou raised an eyebrow. "S-Sorry! It's just that you surprised me is all. I thought you would've..."

"I don't think any of us can be ready for what they've got cooked up in there." She looked at the gate, gripping the straps of her book bag tighter. "But... I studied and trained as hard as I could. All either of us can do now is just try our hardest." She looked back at him and smirked. "I'm still going to pass. Just wanna make that clear to you."

He gulped. It was strange hearing someone who actually did train for years to get into U.A freely admit she probably wasn't prepared for what was ahead.

 _"She's right. I trained and studied as hard as I could..."_ Izuku gazed off into the entrance. _"I will pass. No matter what U.A throws at me in this test, I'll do my best and become a Hero! I'll make Peter proud of...!"_

"Hey, dude!" He blinked as he saw Jirou waving her hand in front of his face. "You kind of zoned out there for a second." She gave a coy smile. "You having a dramatic inner monologue or something?"

"W-What!? No... no." Izuku shook his head, trying to tell both Jirou and himself that. "Just pre-test jitters!" Izuku laughed nervously while scratching the back of his head. _"Please buy that."_

"Riiiight." The drawn-out word proved that Izuku was completely unsuccessful. "Anyways, did your tutor like the tapes?"

That brought a smile to Izuku's face. "Yes he did!" He bowed to her. "Thank you so much, Jirou-san!"

"What is it with you and bowing?"

"Out of my way, Deku!"

Izuku nearly jumped out of his shoes as he turned to see Bakugou glaring at him in his usual slouch. "K-Kacchan!" Izuku gave the boy a nervous smile. "G-Good morn-!"

But Bakugou was already walking past Izuku, elbowing past him and Jirou. "Hey!" Jirou shouted, glaring at Bakugou's retreating form. "You could've just walked around, you know!"

He glanced at them both from over his shoulder, clicking his tongue and shooting Izuku a glare full of barely contained rage. Izuku looked down as his childhood friend went to U.A's doors without another word.

 _"Kacchan..."_

"What a dick..." Jirou seethed, glaring at Bakugou's retreating form. "Hey... he was talking to you. You know that creep?"

"Y-yeah… He's my friend, and he's usually nicer than..."

"But he called you 'Deku'." She gave him a look of disbelief. "And I'm pretty sure it wasn't in the nice way."

"W-Well..." He glanced away. "It's kinda complicated."

She looked at him silently for a few more seconds before shrugging. "Anyways, good luck on your test." She gave him a small grin and waved as she went ahead. "Hope you pass!"

"You too, Jirou-san!" He blushed, trying to hide himself as everyone stared at him.

 _"No, don't think about that! Focus!"_

Izuku slapped his cheeks and shook his head. He stared at U.A's doors, the next step towards achieving his lifelong dream.

He couldn't let his nervousness get to him! He wasn't the only one worrying, and everyone was already going inside!

He just needed to remember that, and everything would be alright. He would pass and become just another student aspiring to be a Hero.

No sweat.

"Hey, isn't that the Prowler Kid?"

Izuku's head drooped when he heard that and the muttering started as he started treading towards the doors.

So much for being just another test taker…

* * *

Izuku felt awkward sitting in U.A's lecture hall.

For the written exam, he and a group of twenty other applicants were shepherded into separate classrooms. The exam was nothing special. He breezed through most of them, though a few managed to stump him for a bit.

So he wasn't too worried about that particular area.

No, this was the part where it was appropriate to get nervous.

Once time was called, Izuku and the other applicants were brought to one of several lecture halls that had seats marked with their applicant numbers. He gaped at how many other applicants there were. _"There has to be at least a hundred students here! Maybe more!"_

And when he put things into perspective, this room was likely filled with a mere fraction of the grand total of applicants. After all, when he considered the odds of getting accepted, that meant there had to be twelve thousand people trying to get into one of two classes of twenty!

It was suffocating to be in the same room as so many talented people. He'd been used to swimming through crowds and being crammed into train cars to get around, but he'd never felt so small before. _"I'll have to get used to it if I want to be a Hero, though."_ He would probably be invited to assemblies and the like if... no _when_ he passed U.A's Hero course.

But the thing that really put Izuku's nerves on edge was the fact that Bakugou was sitting to his right.

It was as if fate, or some particularly cruel and bored god, had designed this perfectly awkward scenario to torture the both of them. Bakugou hadn't said a word to him as they sat in the darkened room while other students shuffled in. _"Maybe I should say something?"_ If only to break the unbearable tension. He was sweating bullets just from how Bakugou hadn't called him a nerd once in the past ten minutes!

 _"Oh man, that just sounds sad..."_

As if to spare Izuku, the lights around the center stage turned on and the screen behind a man lit up, displaying U.A's insignia in a background of aqua blue. Everything about this man screamed 'loud'. His blond hair was slicked back and spiked upwards in an arc, matching his thin mustache. He was obviously a Hero, as his clothes were just as loud as the rest of him. He sported a black jacket with a collar tall enough to reach his ears, upturned and decorated complete with studs, and matching black pants and knee-high boots.

He sported tan shoulder pads and a red belt and elbow pads, all studded, and black fingerless gloves. Around his neck was what vaguely looked like grey speakers the same color as his headphones. Completing the look were a pair of triangular sunglasses, giving the Hero a pseudo-rocker and DJ look.

"What's up, U.A candidates! Thanks for tuning in to me, your school DJ!" The Hero thrust his arms out, allowing everyone to get a good look at him. He wore a bright smile that practically reached the corners of his sunglasses. "COME ON AND LET ME HEAR YOU SAY HEY!"

"..." Nobody knew how to respond to that. A shared feeling of embarrassment wafted through the room. People fought the urge to do the 'polite' thing and respond to the Pro Hero because... well... it would make them look lame.

The Pro shook in place as if disheartened by the lack of response but decided to continue. "Keepin' it mellow, huh? That's fine! Let's get this practical exam show on the road!" He then pointed at the teenagers enthusiastically screaming, "ARE YOU REEEEAAAADDDYYY!?"

Like the rest of the gathered test-takers, Izuku was completely silent. However, unlike them, it was for a completely different reason.

"That's Present Mic!" Izuku whispered in a hushed squeal. "The Voice Hero! This is so cool! I can't believe he's actually the proctor of the practical exam!" Present Mic wasn't one of the Top Ten Heroes in Japan, but he was pretty well-known. He had a few music albums which were... unique even if they didn't sell well, a podcast where he interviewed musicians, his own radio show, and a highly-rated video of him playing Dr. Frank N. Furter in a post-graduation play! "I listen to 'Put Your Hands Up' every Friday! I just can't...!"

"Shut up and listen, Deku." Bakugou growled, bringing Izuku out of his fanboy mode.

Izuku bit his lip and looked down. While nobody seemed to be too particularly bothered by his 'moment', it would have been distracting if he really got into it. "S-Sorry Kacch-." Izuku then looked to Bakugou who wasn't even paying attention to him anymore. _"I guess he's serious about this."_ Sighing, he looked back at Present Mic, who pulled up a graphic of a box declaring 'you are here' splitting into boxes with the letters A through G in them.

"...conduct ten-minute mock battles in super-hip urban settings! Grid your loins my friends! After I drop the mic, you'll head to your specified battle centers, sound good!?"

Everyone picked up the tickets in front of them instead of responding to Present Mic. Already, there was a silent agreement to just tune him out unless he specifically calls on one of them.

"OKAY!?"

Bakugou clicked his tongue. "They're splitting us up so friends can't help each other out."

Izuku glanced at his own ticket. Sure enough, on it was his picture, name, age, examination number, and the test location, 'Battle Center B'. He looked at Bakugou's ticket and saw it was at Center A. _"Should have guessed that much."_

It figured a school like U.A would take great pains to prevent cheating of any kind. That also meant splitting up test-takers that went to the same school or live in the same area to make them show off their skills without friendly aid.

Before he could compliment Bakugou on his quick deduction, the fiery teen growled, "Don't think this saves you, Deku. Even if I can't kick your ass during the test, I'll just get a score that'll leave yours in the dust."

 _"So much for that, then."_ While Izuku was relieved that a fight wouldn't happen in the middle of the exam, he was disheartened. _"Kacchan really doesn't care how he does it, just so long as he beats me."_ Still, he had to admire the fact that Bakugou was planning on 'beating' him in a way that happened to better his chances of getting into U.A. "W-Well... may the best man win?"

Izuku knew he said the wrong thing when he saw the look on Bakugou's face.

Present Mic talked about the various enemies they would face in the battle centers. Robots were assigned points based on their toughness and danger level. One's chances of passing were dependent on how many points they accrued from the various robots. The only caveat was that they couldn't attack other examinees.

"It sounds simple, but there's probably a limited number of those robots." Izuku surveyed the other teens in the room. "I'm not just competing against Kacchan. I have to move faster and hit harder than anyone else."

Considering his super strength, agility, and phasing ability, it should be a simple matter. In fact, so long as he kept moving and did his usual acrobatics, he would be traveling around wrecking the robots in no time! Pride swelled in Izuku, the fruits of his labor playing out in his mind.

 _"It'll be tricky without my web-shooters but I've practiced with Peter to prepare for this scenario. I'll just have to keep up the momentum and stick to areas with tons of telephone and lampposts with low..."_

"Excuse me, sir! I have a question!"

Izuku looked at the only person brave, or stupid, enough to break the silent pact agreed upon by everyone in the room. It was a tall and broad-shouldered young man with short, dark blue hair Said hair was neatly flattened neatly and parted to the left with a small patch completely shaved near the base of his head. His square eyes matched his angular jaw and the rectangular glasses he pushed up with his right hand. He wore a suit that seemed to have been pressed in the morning and was free of lint.

All in all, he had the look of someone a couple of generations ago would call 'a total square'.

"Alright, hit me!" Present Mic shouted at the teenager, and the spotlight descended on the teen.

The teen nodded in appreciation and stood up, holding the printout and pointing to the small square labeled 'A' that contained the silhouette of the robots. "On the printout there are four types of villains, not three!" The tone of his voice made it seemed as if the guy was aghast by the thing that did not line up with what he was told just a couple of seconds ago. "With all respect, if this is an error on official U.A materials it is shameful!"

He put the handout down and clutched his right hand, bringing it close to his chest as if he were giving an inspiring speech. "We are exemplary students! We expect the best from Japan's most notable school!" He brought his left fist up, highlighting his outrage. "A mistake such as this will not do!"

He then pointed at Izuku, who jumped in his seat. _"What did I do!?"_

"Additionally, you with the unkempt hair!" The teen shouted. "You've been muttering this entire time! Stop that! If you can't bother to take this seriously..." He narrowed his eyes. "Then leave. You're distracting the rest of us!"

Izuku felt astonishment and frustration bubble. _"I only talked a minute ago and it wasn't that loud!"_ He was listening to Present Mic just like everyone else, and this guy interrupted Present Mic to ask his question that was probably going to be explained in a second or two later! "Y-You're the one that's interrupting Present Mic by shouting and stuff!"

Those words left Izuku's mouth before he could clamp his hands over it. He was so used to the back and forth with Peter, groaning and complaining about Peter's exercises and jokes. Then he'd apologize and they'd laugh about it in front of a Marvel movie.

But this wasn't training with Peter.

This was U.A, and he was talking back to a potential future classmate!

The one who called him out looked as if he had been slapped on the face by Izuku's response. "I-I just needed clarification on...!" The guy seemed flummoxed, trying to formulate a response.

Before he could apologize, snickers infected every corner of the room that grew louder with every passing second. Then, the muttering began.

"Man, what is up with that guy?"

"Yeah, I barely heard the green-haired kid with Present Mic talking."

"What was with all that 'shameful' stuff? It's just an info sheet! It's not like they were mangling the school motto or anything!"

"Pretty sure he could have just asked the question instead of giving that whole spiel..."

"Alright, alright! Settle down party people!" Present Mic brought order to the room. "Now, to answer your question Examinee Number 7111..."

As Present Mic began explaining that the fourth Villain type was a zero-pointer meant to be avoided at all costs, '7111' shot Izuku a stern glare before facing Present Mic to listen to his explanation.

Izuku groaned and brought his forehead to the table in front of him.

He wasn't even in U.A yet and he already managed to screw up.

* * *

Tenya Iida felt a bit disheartened with his experience at U.A. so far.

For years, he had always admired U.A as the pinnacle of Hero institutions. A glorious facility that, through its rigorous curriculum, had produced many great Heroes, from All Might to each member of the Iida family.

The school was made to mold bright, young students into the next generation of Heroes, and Tenya had done everything in his power to prepare for this test and prove himself worthy.

He spent countless hours training with his parents and brother so his Quirk, Engine, would be ready for the rigorous trials of this exam.

 _"Come on Tenya, you don't need to kill yourself over this. It's just an exam like any other. Just do your best and you'll pass it no problem."_

While Tensei had told him those words, Tenya knew that they hid a double meaning.

He had to train, but not to the point of exhaustion.

The test was no problem for Tensei, but that was only because he perfected the family techniques to make the most grueling and difficult maneuvers look effortless.

If, and only if, Tenya pushed himself to the limit he would be given the honor of entering the esteemed halls of U.A High School.

 _"And yet everyone else is..."_ Tenya scanned his surroundings. After the exam overview, Present Mic directed them to the lockers so they could change into the attire they brought for the practical exam. He brought the tracksuit that was specially designed for members of his family, made of frictionless material that clung tightly to the body but did not chafe.

According to Tensei, that was important for Hero costumes, but for the life of him Tenya couldn't understand why.

It only showed how much he had to learn.

Unlike him, who came prepared, it seemed as if everyone else had just brought their workout clothes. Track suits, sweat pants, old t-shirts that looked far too big for those wearing them, and the occasional scarf worn to make the outfit appear more like a Hero costume. Sure there were occasional homemade masks and such, but they were few and far between.

 _"Have they no shame?"_ They wished to be inducted into U.A, and yet they are treating it as if this were a training class!

Some were even talking to one another, distracting other students who were trying to focus and steel their own nerves! Tenya began to open his mouth to silence one such pair but stopped himself.

 _"No, no. Calm down."_ Tenya closed his eyes and shook his head. _"I must focus. If I interfere with others right now then..."_

What happened earlier was humiliating. Disgraceful in fact! His nerves had gotten the better of him and he had focused on one thing that irked him in the pamphlet, something that he needed answered immediately. That, compounded with another applicant rudely talking just a bit before, had set something off and he...

His eyes then landed on the cause of his distress. The applicant with messy green hair wearing a turquoise and white tracksuit. He was kneeling down and untying his shoelaces while mumbling something to himself.

Tenya narrowed his eyes at the teen. He knew he was partially at fault for the events a few minutes before, but his interruption was mostly due to stressed nerves. What was that boy's excuse? _"From what I could tell, he was making conversation with a friend!"_ Surely the boy surely knew that talking to others during the instruction section of the exam was frowned upon! _"And the way he confronted me...!"_

If the applicant had just calmly pointed out that Tenya was causing a far worse disruption with his outburst, then he would have been embarrassed and left things there. After all, there should be no ill will between two people who made simple mistakes from frayed nerves.

But no. The almost manic look his eyes and the tone in his shaking voice indicated the applicant intended to mortify him.

He was trying to humiliate Tenya out of malice, not simply because he wanted to end Tenya's outburst so the presentation would get back on track!

 _"I should go over there and confront him."_ He grimaced and stopped himself. _"No. Then I'll just distract him... and myself."_

That's right. He needed to focus. Ignore the boy with the unkempt hair. Ignore the people who didn't take this test seriously and took the privilege to stand on U.A's illustrious grounds for granted!

 _"My dedication will make all the difference when I get start-"_

"ALRIGHT! LET'S START!" Tenya blinked and looked up to Present Mic who was standing on top of a lookout tower on the left side of the gate. "GET MOVING! THERE ARE NO COUNTDOWNS IN REAL BATTLES!" He swung his left arm in a circle rapidly and shouted, "RUN, RUN, RUN LISTENERS! TIME'S A WASTIN'!"

Tenya looked forward and cursed. Losing himself in thought had cost him precious time! Everyone was already on the move! He ran through the crowd, not activating his Quirk to avoid interfering with the other applicants. He could run faster than them anyways thanks to his training.

But he did notice something.

A turquoise blur sprang from the middle and two red objects fell to the floor. Tenya glanced back to see that bouncing on the ground were the distinct red shoes of the boy with unkempt hair. _"What in the world...?"_ He glanced ahead and saw, to his amazement, the same boy ahead of the mob, running on the side of a building unimpeded by gravity. _"A Quirk that allows him to walk on any surface on any height?"_ Well, that was certainly useful for a potential Hero career.

Tenya broke free from the crowd and was now in the lead. Just ahead he saw the vaguely scorpion-like two-pointer robot, its red LED light 'eyes' staring at them with its tail raised. _"Perfect!"_ His leg muscles tensed and his engines were just about to go off.

But before they could, a scream came from ahead and Tenya looked up to see the boy with unkempt hair jump from overhead. He grabbed onto the neck of a streetlight and swung from it like a gymnastic bar, building momentum as he shot to the robot with his right fist raised.

When he swung, his fist went right through the body of the robot. Shards of metal and circuitry erupted in a brilliant shower before the automaton crumpled and its lights went dim.

Tenya was amazed. Not only did this teenager have a Quirk that allowed him to walk on walls, but it was coupled with a Quirk that granted a form of super strength? _"Not only that, he's trained in both!"_

Then again, he shouldn't have expected anything less.

Everyone here had trained in their own way for this particular moment.

They all wanted to get into U.A.

The boy ripped off the tail of the robot and threw it at a one-pointer, bringing Tenya back to Earth.

There was no time to admire the progress of others.

Right now, he needed to ensure that he did the Iida family proud and was accepted into U.A!

Tenya raced to a three-pointer that caught his eye and started his engines.

It was time to show he deserved to be in the school.

* * *

"DIE!"

An explosion marked the end of the three-pointer in front of him, but Katsuki Bakugou didn't stop to admire his handiwork. He jumped up and used the bucket of bolts as a springboard to get further away from the crowd of extras behind him. Sweat streamed from his arms thanks to the intense heat and exertion. He used it to sling more explosions at the small crowd of six robots heading dumbly towards them.

"You shitheads aren't going to get killed by anyone but me!" With a swing of his arm, explosions erupted from the ground below. The robots' progress was halted, but that wasn't the only reason for him hitting the ground and not the robots.

"Shit! I can't see!"

"Damn it! I'm just hitting debris!"

"I-I can't believe this exam has so much goddamn running!"

Bakugou grinned as he held his arms down and let his sweat coalesce into his palms. _"Time to take this show on the road!"_ He jumped and miniature bursts came from the center of his palms. Unfazed by the heat thanks to years of practice, the force of the blasts propelled him forward and over the debris, missing the weak attacks of the nobodies behind him. Some had managed to snag two robots, but three two-pointers and one one-pointer remained.

They were just for him.

Bakugou shot towards the face of the two-pointer robot in front of him and placed his hand on it. "Eat shit and die!" He jumped off just as the explosion created a crater where the head should be. He turned on his heel and waved his arm at the one-pointer, charring its body with a series of explosions. Jumping to the remaining two, Bakugou let out an angry scream as he swatted to their left and right sides respectively.

Fiery explosions erupted, coralling them right in the center of Bakugou's trajectory. "Too easy!" He thrust his palms out and hit both robots on their top. His Quirk did the rest of the work, flattening them into scorched piles of scrap.

He grunted as he got up. _"Have to keep going. There's gotta be more pieces of junk to stomp on around here somewhere!"_

"Hey! Asshole!" Bakugou turned his head slightly to see an extra that looked like a midget with purple balls for hair shake his fist. "Leave some for the rest of us! Not all of us have explodey powers you know!"

"Fuck you!" Bakugou snarled, causing the little freak to shrink back in fear. "I don't have to do anything for a nobody like you! All these pieces of junk are mine. So go find some small fry on your own and stay out of my way!"

Bakugou turned away and tuned out the midget before he could answer. He was already moving, his eyes darting left and right for his next target.

 _"Bet you haven't gotten this far, Deku!"_

It pissed him off. Bakugou was so pissed off that it was actually doing wonders to push him forward.

Not only did Deku have a Quirk suited for combat, he was in an entirely different area so Bakugou couldn't keep track of how many the idiot had crushed already.

It didn't matter, of course, since Bakugou would've made sure he had the higher score. But not having that assurance unnerved him a bit.

 _"Doesn't matter anyway."_

He wasn't going to rest for a single moment. _"Deku probably thinks he's so clever. So goddamn clever. Hiding his Quirk, thinking that made him better than me! Laughing as if I'm an idiot for not learning about it sooner!"_ Bakugou allowed a savage grin to spread across his face. _"Yeah, we'll see who's laughing soon enough, Deku!"_

He had made a promise to both himself and Deku.

It didn't matter if he had a Quirk, Bakugou would crush whatever puny score he got.

No matter what, Deku was still a weakling, a nobody.

This was Katsuki Bakugou's world, and he would always be on top.

After all… that's what everyone's told him all his life.

* * *

"HURRY UP LISTENERS!" Hizashi Yamada, known to the wider world as Present Mic, screamed into the loudspeaker. "Those robots aren't endless! You need to get'em while you still can! Pull out all the stops to get those Villain points! Say 'Hey' if y'all understand!"

Nobody responded. "Okay! That's all! I'll let you listeners know when we're reaching the end of this concert! Give it your all!" With that, Hizashi turned off the microphone and slumped in his chair. "Kids today are just no fun…" Just as before, no one proctoring the exam paid their co-worker any mind.

"Well, it looks like things are off to a fine start."

Toshinori Yagi, known throughout the world as All Might, looked down to meet the eyes of U.A's principal. Many people would think of the man as a giant mouse or a dog, but they were wrong… as far as Toshinori knew.

Nezu has a head similar to a mouse with beady black eyes that were always planning something. A long scar ran over the right one, a memento from his days as a test subject for Quirk researchers. Square-shaped ears with pale pink insides slanted outwards from the top of his head. An elongated muzzle with a small round nose protrude from his face, just above his wry, mischievous smile.

His fur was white and neatly combed. His paws were dog-like paws with pink pads. A thin cat-like tail swished in the air behind him. He wore a white dress shirt, a dark red tie around his neck, a black double-breasted waistcoat and matching dress pants. On his feet were orange sneakers with thick white soles, which dangled from the high chair he sat in.

Nezu took his tea cup and sipped on it, managing to hold the fine china like an expert despite having no thumbs.

Considering how his Quirk made him more intelligent than any normal human, Nezu had probably figured out a work-around for that particular problem a lifetime ago.

"Yes." Toshinori rubbed his chin. "You've certainly got a bunch of promising kids applying today."

Nezu chuckled as he pointed at one of the monitors. "Indeed. There's Tenya Iida, the scion of the Iida family. He's already gotten fifteen points from the robots."

Toshinori glanced at the monitor in time to see the young Iida kick the head off a two-pointer, steam spilling out of the exhaust pipes in his legs. The boy's face was set in a steely gaze of determination, something Toshinori had seen in the boy's father when they had worked together years ago.

"Then there's Katsuki Bakugou, who's already gotten thirty points." Toshinori looked to see the explosive blond rip through the center of a three-pointer robot, snarling and gnashing his teeth as the machine went down.

"Look at him go." The ghost-themed Hero Ectoplasm rubbed his chin while observing Bakugou. "He just keeps going and going, never stopping for a break and trying his damndest to destroy any robot in his path regardless of difficulty."

The 'Rated 18+' Hero Midnight, real name Nemuri Kayama, chuckled at that. "Well, that's a long-winded way of saying that the boy has a lot of stamina." She gave the screen a coy smile. "These boys are certainly showing their stuff. If we whip them into shape, they'll become amazing in…"

"Midnight…"

"Come on, Ectoplasm, can't a girl crack a joke?" Nemuri shrugged. "Still, I'm curious. What the heck are they feeding kids nowadays for bodies and stamina like that? Because their parents are doing several things right!"

That was followed with several groans from the people gathered in the control room, something Nemuri a bit annoyed by.

The woman was a fantastic Hero and a great teacher… but her taste in jokes and commitment to her 'character' sometimes made him wonder why she hasn't been slapped with a sexual harassment lawsuit by now.

Shaking his head, Toshinori turned his attention back to Bakugou. _"He's going to be a handful."_ He could already tell. That face certainly did not belong on a child trying to become a Hero. He seemed like the type who valued and flaunted strength above all. _"Perhaps I'll take him aside when he gets into U.A and talk to him about it."_

"But I assume you're most interested in Izuku Midoriya."

Toshinori couldn't help but grin when he saw the young man lift a one-pointer and throw it onto the ground ahead, destroying it in the process. The young man whose selfless act of heroism relit a spark within himself.

Before meeting the boy, Toshinori had felt… tired. The years of work he put into being the Symbol of Peace and maintaining that image were weighing down on him. His need to be everywhere, maintain his secret, and choose his… successor… had just drained everything out of him.

It was a miracle he had been passing along that street to catch the tail-end of that fight with Prowler. He hesitated to help because he had reached his limit for the day, begging silently for one of the Heroes to try and do something. Anything.

Then Izuku Midoriya ran into the fray.

A boy, scared senseless and obviously inexperienced with his own powers, ran out to save a man dressed as Spider-Man from a known thief and murderer. His legs moved on their own, fueled by nothing besides the desire to help.

That display reignited the heroic fervor within Toshinori he thought he'd lost.

"How is he doing?" He asked Nezu, who shrugged.

"Pretty well, all things considered." After a sip of tea, he continued. "He has a total of twenty villain points. Impressive, but not as impressive as Katsuki Bakugou. He had a good start, but the other students began catching up after the initial wave. Now he's sticking to running across the buildings and catching any robots others have missed."

Toshinori rubbed his chin in thought as he watched Midoriya, the boy who he believed with all his heart would grow up to be a great Hero, run up the side of the building and leap between rooftops in a single bound. "His Quirks are… rather varied."

"You've noticed too. Superhuman strength and agility, the ability to run along walls, and that intangibility power from ten months ago." Nezu motioned over to a small group of people who were watching Midoriya's screen with rapt attention. Among them was Shouta Aizawa, the underground Hero Eraserhead and future homeroom teacher of Class 1-A. He was still wrapped up in his yellow sleeping bag, but his tired eyes were staring fixedly on Izuku Midoriya's Image. "It isn't terribly uncommon to inherit two Quirks from one's parents, but three is something strange. We're keeping an eye on him and by the end of this we should have a good picture of what Midoriya-kun's Quirk can really do."

"Is that really necessary?"

"A bit, yes." Nezu set down his cup. "This is U.A, All Might. We can't have any unknowns here, lest it become an issue later on. Especially if _he_ has truly returned."

Toshinori wanted to argue at the mention of his greatest foe, but winced as his old wound began to throb, stinging as if a sword was being rammed through his gut over and over. He turned away from Nezu and coughed up a spittle of blood. "S-Sorry…"

"Are you okay?" Hizashi was almost instantly at his side, miraculously quiet for once with his face solemn. "I can get Recovery Girl in if ya need…"

"I'm fine. Just a coughing fit." Toshinori waved him off, and while Hizashi looked like he wanted to object just nodded stiffly instead. Toshinori noticed the other looks of concern coming from the staff and Heroes. Even Aizawa was eying him with a slightly softened expression.

 _"I went from the greatest Hero and a valued comrade to someone who could kick the bucket at any moment."_ It was undignified, but what else could he do? If he planned to teach his successor and watch over his progress on school grounds, he had to keep the faculty in the know.

About his condition at least. The less people knew about his successor the better.

"You know, you don't have to be here for this." Nezu said with a frown. His voice lowered to a whisper. 'You've already chosen your successor, and school doesn't start for a few weeks."

As the coughs subsided, Toshinori shook his head and brought it near Nezu's ear. "Not everything is about my successor, you know." He took out a handkerchief from his pocket and wiped his mouth with it. "There's more to this school than that. We're looking at the next generation of Heroes."

A generation that would keep Japan safe long after he's gone.

It was a nice, if sobering, thought to consider.

 _"Nana would've kicked my ass for thinking about stuff like this all the time…"_

"Well, some of them anyways. Most of them are wannabes who will have their dreams cut short." Nezu chuckled as he turned up the volume, the cries of victory and screams of fright filling the air. "Let's find out which is which, hmm?"

Toshinori nodded, but kept a wary eye on Nezu who bore a sadistic smirk on his face as he observed a small, purple-haired boy screaming while frantically throwing purple balls at a one-pointer. It was still trying to crawl towards him despite the balls gumming up its joints and gears.

 _"I think you're more interested in seeing who'll have a more difficult time than others, Principal…"_

* * *

Things could've been going better for Kyouka Jirou.

She dug her right ear jack into the two-pointer to her right, piercing through the metal like paper. The sound of her beating heart was transferred into the robot, amplifying it and rocking the automaton with vibrations. The robot's insides obviously disagreed with the sounds bouncing around inside, quavering and smoking from the gaps in the armor. Once Kyouka removed the jack, the machine fell to the ground in a useless heap.

 _"That's ten points…"_ Kyouka wiped her forehead, already caked in sweat, and looked around. _"It's going to be a pain to find more."_

One of the worst things about being having a Quirk that required her to be in close range was missing out on most of the initial waves. Those with Quirks that fired long-range attacks or enhanced their physical abilities had gotten to them first. Those like Kyouka had to settle for leftovers or those designated as 'hidden' Villains, skulking in the alleyways or popping out of manhole covers.

She turned her head to look out of the alleyway she had decided to investigate and saw several applicants run by, shooting off their laser eye Quirks and one encasing a fleeing one-pointer with blue foam that came out of their hands.

 _'Well, those guys won't have any problems passing."_ Unless they absolutely sucked at the written portion. In that case, no amount of wrecked robots will save them.

Kyouka had never been a star pupil. Her grades were above-average, but nothing exceptional. But she'd crammed as much as possible in the last two weeks and felt pretty good about her chances after the exams. _"Of course, that could just be overconfidence."_

No use in worrying about that now. Right now she needed to focus on finding a couple more one or two-pointers to assure herself that she wasn't completely sucking at this portion of the exam.

 _"Pretty soothing thought, considering I'm running around a fake city with probably a thousand other guys trying to pick off robots that number in the hundreds."_ She turned back to the street to find more robots, but heard the crunching of gravel. _"Oh, you have got to be kidding."_

Kyouka ran to her right and sent her jack into the building wall. As she focused on the vibrations she took stock of her surroundings. No, the movement isn't coming from in front of her. She could already tell that from her eyes alone. It wasn't coming from her left, right, or even from behind. So that left..

She looked up to see another two-pointer staring down at her from the edge of the roof to her right. "Well, crap." she muttered as the robot jumped down towards her. She jumped back, dislodging herself from the wall, and shot her jacks up.

 _"Okay, so either I destroy this thing, get two points, and continue on my way… or I get two points and this thing crushes me."_ No pressure. She was pretty confident in her physical abilities, but this will still be close.

But before either of those two scenarios could occur, a scream echoed out and the robot seemed to fly over her head, missing her completely.

"What the hell?" She turned to see the robot crash into its fallen brother. A vaguely foot-shaped indent had been left in the back of her would-be crusher.

"Are you okay, Jirou-san?"

Kyouka turned back around and looked up to see the familiar face of Izuku Midoriya, his feet and left hand flat against the wall he clung to. _"He did that?"_ The timid guy she met a couple weeks ago and this morning had a strength-enhancing Quirk? _"The wall-crawling I can kind of get, but that?"_

Shaking herself out of her funk, she said, "Hey, Midoriya! Thanks for the save." She flashed a cheeky grin. "But don't you think you could've done it without kill-stealing?"

His face turned red hot as he hid it from her with his free arm. "I-I didn't mean to! I was just running across the rooftops and I saw this one dropping towards you from across the street! B-believe me, I wasn't trying to…!"

 _"Oh my god, he's about to go on a whole spiel to apologize."_ It was funny watching him squirm, but for both of their sakes she needed to cut this short. "Joking. Thanks a lot, but you really should focus on passing yourself. I trained just as much for this as you did, you know."

The tension left his shoulders immediately. "R-right, but still I couldn't ignore that." He hopped off the wall and landed on the adjacent one, crawling up it like an insect. "Anyways, good luck Jirou-san! I know you can do it!"

"Back at you!" With a wave, Kyouka ran out of the alleyway and into the street.

 _"Wait, he wasn't in my group. Does that mean he's been hopping around rooftops all day to find robots?"_ If that was the case, the guy had crazy amounts of stamina. _"He barely looked winded!"_

Yup, there was no question that he would would pass.

It was strange seeing the nervous kid from a record store turn out to be a monster in combat. Someone who freaked out just by talking to her, apparently the first girl he had an extended conversation with, bat aside a giant robot without even trying.

Kyouka hoped her hunch wasn't wrong.

 _"Wouldn't mind seeing him in the halls…"_

She ducked her head as a fist that had a jet engine where the wrist should be flew by.

 _"Especially if I survive this insanity."_

* * *

Things were going great for Hanta Sero.

 _"And the off switch should be right around… here."_ Hanta stuck his index finger into the small hole underneath the one-pointer's underarm area. The robot shuddered for a second before its lights turned off, slumping in place. Or that's what it would have done if its body wasn't restrained by his tape. It's arms were bound to the front while the bottom wheel was jammed and stuck in place. Pieces of tape made the upper body lean back from the strain of being stuck to the ground a few feet behind.

It made the once proud machine look like some postmodern art exhibit.

 _"How nice of everyone here to not try and destroy this thing while I was busy tying it up."_ But it was probably due to people not being sure if 'kill stealing' was being frowned upon by the test officials. Or there was some sort of unspoken agreement that destroying a robot someone is already working with being 'rude'. _"Either way, got thirteen points because of everyone's generosity."_

Hanta ran to a building and using his right elbow shot his tape up to the edge of the roof. After tugging at it to check the stability of his hold, he began pulling himself up with his hands and feet. _"Thank God for P.E."_ Many guys his age loathed the rope climb, but Hanta took to it like fish to water.

It helped that he knew that it would be useful in his future career as a Hero.

He took to it like a duck to water. He had to. It's why he took on so many extracurricular activities that complimented his Quirk. Practice made perfect after all. _"Still, hope it's enough."_ He knew he wasn't the smartest person in school, but he was definitely wasn't the dumbest. The thought of his written test score made him a bit uneasy, but he had studied for this test far more than he did for others.

When he reached the top of the building he began to run. A few robots were on rooftops waiting to spring some traps on applicants. If he just stuck to the roofs he'll be able to get the jump on them. _"It'll also help if it looks like I'm taking the initiative."_ At least he hoped there was something along the lines for extra credit with stuff like this.

"Oh!"

When he heard the gravel next to him shift, Hanta turned around and saw noneother than the Prowler Kid running in pace with him.

'Hey, Sero-san!" Izuku Midoriya shouted as he raced besides him. "It's nice to see you here!"

"Uh… likewise Midoriya!" He knew that he said he hoped to see the guy at U.A, but he didn't think it would be this soon! "Got the same idea too?!" At the edge of the rooftop, both jumped off the edge and to the adjacent building that was thankfully only a short gap away. When he reached the other roof, Hanta stumbled and fell back a bit. Midoriya, on the other hand, had landed several feet away from him and, while stumbling slightly, managed to maintain his pace. "S-see you got the hang of heights!"

Hanta had to get a handle on his breathing. if he wanted to keep this up. _"Unlike some people."_ He looked to Midoriya, who was purposefully slowing down for him to catch up and had barely broken a sweat! _"What kind of workout does this guy have?"_

"Bespi Tower helped a lot, Sero-san!" Midoriya responded with a nod. "I'm glad something like that is around to help out people like us!"

"Shoulda asked you for the address of your gym while we were there!" He let out a raspy laugh.

Midoriya looked at him with a worried expression, but Hanta just waved him off. "No big deal. Just getting tired is all." The usage of his Quirk and other physical activities were starting to get to him. If he didn't try to keep a good pace now then he would collapse sooner rather than later.

"S-Sorry. Shouldn't have bothered you." Midoriya then picked up his own pace and shot past him. "Keep going, Sero-san!"

He was about to respond but stopped when he saw where Midoriya was heading. It was the edge of the building facing the street, and the adjacent building was two stories higher! _"There's no way he's going to make it, especially with those web-shooters banned from this test!"_ "Midoriya, look ou-!"

However, Midoriya simply jumped off the edge and rose while he sailed across the gap. Hanta's jaw dropped as he watched the teenager effortlessly reach the building on the other side of the street. _"Holy crap…!"_ He watched as Midoriya gave a friendly wave behind him and kept going.

The applicants for this test were crazy strong now that Hanta thought about it. He saw one guy blow up a whole crowd of robots with explosions, one girl melt a three-pointer with just her hands, and a huge guy command a bunch of birds to peck at a one-pointer until they hit the off switch. _"Midoriya though…"_

He would have to keep an eye on that guy.

Hanta turned to the left and grinned when he saw that the building was taller and had a water tower. He brought up his left elbow and shot a long line of tape towards it, hitting the barrel on the side. Grabbing onto the tape with both hands, he went over the right edge and swung away. "Not as cool as Bespi Tower." He grumbled as he swung across the building wall, using his feet to run and prevent himself from slamming into the structure itself. _"Well, next time I'll be sure to start doing this with skyscrapers instead."_

Maybe Midoriya could give him pointers later on.

Hanta felt his mouth go dry and his muscles scream for relief as he landed on the thankfully lower rooftop of the building after the water tower's.

 _"But first thing's first. When I get out of here I'm going to get myself some orange slices."_

* * *

Izuku Midoriya was having the time of his life.

He gave a shout as he ripped off the leg of a three-pointer and used it to smash through the body, destroying the machine completely.

Some applicants were looking at him as he jumped off the machine and took off in a sprint to find more robots, 'oohing' and 'aahing' while others began talking in quick whispers.

"Amazing!"

"That kid's got super-strength too!? Man, what can't he do?"

"That's the Prowler Kid, and he hasn't even used that phasing ability of his!"

"Gotta be keeping it secret or something."

"He's got the test in the bag!"

"Hope he leaves some for the rest of us!"

Normally Izuku would stammer and deny these compliments, but just this once, he let himself soak it all in. _"I'm really doing this! I'm really going to pass!"_

He had been worried when the other applicants began catching up to him and destroyed other robots, but he was always one step ahead of them. He stuck to the rooftops and always got the jump on the robots thanks to Peter's grueling training. Now he had thirty-six villain points in total, and from what he could tell, some applicants were lucky to get ten!

 _"Shouldn't feel good about that."_ But a smile still spread across his face. He was making the grade, and other people were acknowledging it and praising him for it!

Was this what Kacchan felt in the early days?

It really was something. The 'Quirkless Nobody' was now the star of the exam. He never won at anything before, but he could feel in his bones that he was going to win at this!

 _"Mom and Peter are going to be so hap-!"_

Izuku felt his Spider-Sense go off, the tingling screaming at him to jump to the right. He complied but twisted his body to see a two-pointer burst out of the ground and lunge at him. _"Not enough time to change course!"_ He was only a few inches from the building's front, everyone else either busy fighting their own robots or watching with wide eyes. _"Nobody is in the way… okay!"_ He felt his body vibrate, imagining what exactly would happen if the robot squished him against the building before he could do anything.

Thankfully, that was enough to activate his phasing ability.

But as Izuku went through the wall, he saw a blue blur smash against the side of the robot, pushing it to the side.

That, and what he could swear was the glare from a camera lense inside a lamppost.

* * *

"This is impossible!"

"I'm getting dozens of different wavelengths of radiation I've never seen before! All at the same time!"

"My computer just crashed! What the hell did that kid do to the sensors inside the walls!?"

"The particle readings I'm getting are just… damn, this is going to make one interesting thesis paper!"

"I'm gonna get an award for this... as soon as I figure it out!"

Toshinori watched as the team observing Izuku Midoriya's progress went crazy. They were running and screaming at one another while pointing to computer screens or rushing outside with their notebooks. Aizawa sat in place, his jaw clenched and his eyes narrowed as he shrugged his sleeping bag off his shoulders.

"Well." Nezu put down his mug and pressed his paws together, speaking in a tone devoid of its usual joviality. "I think this confirms that whatever Midoriya-kun has, it's _not_ a Quirk."

Toshinori nodded gravely and watched as Midoriya phased out of the wall and returned to the street, clutching his gut and clearly fighting the urge to hurl.

 _"This doesn't change anything, but this does raise some questions."_ His eyes narrowed at the screen. _"Just what is your story, Young Midoriya?"_

* * *

 _"So much for that."_ Izuku thought as he felt the queasiness go down. There was a whole plan he had thought up in his head. He would phase through the wall, return to normal, jump through the wall, and then phase through the robot to destroy it. _"Then again, it was probably a good thing I didn't."_ Too many people running around for that.

He looked at the person who destroyed the robot and saw it was the guy who had yelled at him earlier! _"Wish he'd said his name."_ Izuku walked up to the guy as he did some light leg stretches and said, "H-Hi! Thank you for help-"

"Is this exam a game to you!?"

Izuku took a step back as the guy turned towards him, a stern glare on his face as he walked towards him while swinging his arms. "E-Excuse me!?"

"It is required for us to be vigilant at all times during this exam!" The teenager stopped a few feet in front of him and swung his left arm in a chopping motion as he continued. "And yet I saw you grinning as the enemy burst up from below! You were lost in your own little world, weren't you?"

Izuku was about to protest but clamped his mouth shut. He couldn't deny that because, in the way, the guy was right. _"I should have been paying attention. If I did, then I would've reacted right when my Spider-Sense began tingling and would have destroyed the robot before it could pounce on me."_

"And let me add that I, in fact, recognize you!" The teenager continued, his red eyes looked ready to burn a hole through him. "You interfered with a Hero sensitive operation and could have gotten everyone involved killed! It does not matter what kind of Quirk you have. You were reckless and foolish to rush into battle thinking of only your own goals, oblivious to how your actions affect others!" He motioned around them. "Look! Everyone is focused on their task and only that! They aren't so self-assured in their victory to pat themselves on the back!"

Izuku looked down in shame. _"Patting myself on the back sounds about right."_ It was humiliating. Thinking back on it, he had never been too worried or concerned about this exam once it began. He just smashed robots and cheered himself for doing so! _"I even talked to people who were focused on bringing up their own scores like it was no big deal!"_ What if he distracted them and ruined their own chances with his subconscious desire to show off? _"Peter would be ashamed of me…"_

Nodding to himself, the teenager turned around. "If you continue to make light of this exam and still pass… then maybe I was wrong about the kind of students U.A allows into its halls." With that, the teenager sped down the street and left Izuku alone to ponder.

He didn't have long when the ground began to shake. "What the…!?" Izuku clutched his head. His Spider-Sense was throbbing like the worst migraine in history! What could be causing this?

 _"Wait… I've only seen three kinds of robots."_ His eyes widened as realization dawned on him. _"The zero-pointer."_

Like it had been given a cue, a giant robot rose from the ground several blocks away. It was bipedal, massive, and green. It dwarfed the buildings and had arms the size of some of them. Izuku could already tell it was made from a better quality of metal as it plowed through several buildings without taking a scratch.

 _"Run."_

Izuku didn't need to be told twice as he turned tail and ran. The other applicants ran alongside him, screaming in fear, ignorant to all those around them. _"The giant robot that can crush us is probably a great motivator."_

Since it was brought out, it likely meant that the test was almost over. The proctors probably wanted to gauge people's reaction time and how fast they could retreat if a Villain became too big to manage. _"So all I need to do is keep running and I'll be fi-"_

Izuku stopped as his eye caught something. Down an alleyway on the street to his right was a girl down on the ground. She had shoulder-length brown hair and rosy cheeks. Her legs were pinned down by rubble produced by the robot's rise.

 _"Oh no!"_ He could feel the robot's massive steps. It wasn't going to stop! _"It was likely programmed to keep going for a certain amount of time!"_ Surely the proctors would stop the robot to help her!

But no.

No Heroes were rushing to get the girl out of the way. None of the other applicants gave her a second glance!

 _"I have to do something."_ Damn the test! If he didn't do something to help her, then he really didn't belong here! Izuku looked to his left and saw Sero running by. He grabbed the teenager by his shoulder and stopped him.

"Midoriya! The hell are yo-!?"

Izuku didn't have time to explain and simply pointed at the girl. Sero's expression hardened and the glint in his eye told Izuku that he understood. "I need you to make a strand of tape on the farthest corner on the building to the left!"

"On it!" Sero pulled himself onto the roof with the tape on his left elbow and lowered a piece of tape from his right elbow down to Izuku. "Can you carry her and swing at the same time?"

"Yeah!" Izuku grabbed onto the tape strand and jumped, swinging down the alleyway with his back just an inch off the ground. "This is gonna be close, but I need to make it!"

He reached out with his right hand as he came close to the girl, grabbing her by the scruff of her tracksuit and bringing her up and out of the rubble. She gasped as Izuku brought her in front of him. "Hold on!" He shouted, and the girl nodded in understanding before wrapping her arms around her check and placed her head to Izuku's left.

Was he wasting his time that could be better spent trying to pick off any Villain robots while escaping? Probably.

But all that mattered was saving this girl.

"Thank you." She whispered to him and Izuku felt his cheeks blush.

"No proble-!"

Izuku's Spider-Sense went off just as he felt them move to the left. _"Oh no."_

They'd reached the end of the arc and were about to slam into a wall if he didn't do something! Izuku shifted the girl in preparation to make a web from his right web-shooter and correct their course, only for nothing to happen. _"Right. Don't have that!"_

He saw another line of tape from Sero, but it was too far to reach with his right hand. _"I can't even jump off! The angle is wrong and my momentum will just make me fall to the ground!"_

The wall was coming close, and there wasn't enough time to jump off or drop down without hurting the girl! Izuku closed his eyes and his left arm tensed to stop their momentum the hard way.

That's when Izuku felt something wrap around his right ankle. "Gah!" A familiar voice grunted in pain and Izuku let go of the tape.

He turned his head to see Jirou on a building just under them, her left ear jack extended and her arms outstretched. _"She must have seen how I was about to crash and saved me… us!"_

Now Izuku was worried. The two of them probably weighed over three hundred pounds combined, and that wasn't counting the extra weight he had from his muscles!

But before Izuku could figure out what to do, the girl he was holding grunted and he heard a clap from behind his head. The girl then touched her right hand on his shoulder and slapped her own face.

 _"Is it just me, or are we falling a lot slower?"_ Izuku could see he was now practically floating down at a leisurely pace and that now he and the girl seemed to be glowing pink. "I-Is this your Quirk?"

"Yeah!" The girl informed him, and Izuku felt the jack unwrap from his ankle and Jirou's arms hold him as if he were a bride in a wedding. In the corner of his eye he could see Sero giving him a thumbs-up before disappearing from view.

 _"I see… so her Quirk must be making things weightless! It looks like the pads on her hands activate it. That's why she touched both of us!"_

"You must be either crazy or stupid to pull a stunt like that." Jirou put them onto their feet and rubbed her reddening ear. "Damn it… this is going to smart for a while."

"S-Sorry…"

"Just don't do it again." Jirou turned around and ran to the side of the building before going down the fire escape. "By the way, you might want to drop your damsel in distress and follow my lead!"

Izuku jumped and pushed off the girl. "I-I'm so sorry! I wasn't thinking! I-I just wanted to pick you up and… I wasn't trying to touch you in that way or…"

The girl ignored his stammering and put her hands together with the tips of her fingers touching one-another. "Release!"

The pink energy around them both faded and Izuku felt the weight of his clothes again. "I-I'm sorry if I offended you or anything!"

"I-It's no big deal!" The girl held her stomach as she began running, thankfully without a limp. "Thank you so much for that! But right now we have to go!"

Izuku felt the ground shave again and remembered that there was a giant robot trying to crush them. "R-Right!" He jumped to the street below while the girl went down the fire escape. He ran alongside her, partly to talk and partly to make sure her legs didn't cramp up. "I-I'm really sorry, though!"

The girl giggled. Izuku blushed when she said, "Hey, don't sweat it! I would've done the same thing!"

It was embarrassing. First he actually held a girl really close before Jirou, another girl, held him!

At least the first part was for a good cause.

He saved someone like a Hero would have.

Like All Might and Spider-Man would have.

"Who knew that fantasy could become reality?"

 _"Five… four… three... two… one… TIME'S UP, LISTENERS!"_

When Present Mic finished his countdown, the zero-pointer ground to a halt. Everyone stopped running and stared at the monstrosity that had tried desperately to treat them like civilians in an old Godzilla movie.

 _"And that's all folks! U.A's Practical Exam is officially over! Please bright yourselves to the gates of your respective areas for any first-aid you require and to confirm how you will be leaving! The results for the exam will be mailed to you in a week! Lemme hear y'all say HEY!"_

Nobody did that, but Izuku watched the girl give him a friendly wave. "See you at U.A, Deku!"

 _"Deku!?"_ Izuku gaped as the girl ran off while he stood in place, frozen as he heard that name uttered from the lips of a cute girl.

A cute girl he held tightly in his arm… her chest pressed against his...

He could feel himself turning red from the top of his head to the tips of his toes.

 _"I HELD A GIRL!"_

Just like that, the insanity of the Practical Exam was over.

* * *

"Man, they throw giant killer robots at you for the test?" Peter bit into his burger, sauce dripping out from the other end onto the tray. "Well, at least they know that every superhero gets at least one robot battle early in their career."

Izuku nibbled on his own burger. "Well, it wasn't like they were really trying to attack us. I mean, the zero-pointer was trying to crush us but…"

"Well, makes sense. It's supposed to be a test. They can't have those robots shoot to kill." Peter picked up a french fry and pointed at Izuku. "As for the big one… trust me, once you get the hang of things you'll be taking them out like the trash."

Izuku and Peter had met at the Big Bang Burger that was only two blocks away from U.A to discuss the test and for Izuku to get some carbs into his system after the workout. Izuku was paying, of course, but to save money they just ordered the Supernova Burger and extra large fries. Two items that he would have never dared to touch or gotten close to finishing less than a year ago were being wolfed down by the two Spider-Men in a matter of minutes.

He knew that this should be a celebration. He had the acceptance letter practically already in the mail, which it was technically speaking, but something else was on his mind.

 _"Everyone is focused on their task and only that! They aren't so self-assured in their victory to pat themselves on the back!"_

"Okay, kid…" Peter finished one more bite of his burger before setting it down. "What happened during the giant robot test?" Izuku was about to deny it, but Peter raised his hand. "Trust me Izuku, I was a teenager too. I know what it looks like when someone's sitting on something important."

Izuku said, "I-I was showing off during the exam."

The older Spider-Man raised an eyebrow. "What? Were you doing a flip on a building after killing a robot or something?"

"N-No! Nothing like that!" He shook his head furiously. "It's just… I kept thinking to myself 'I've passed. I know I did.' and wasn't paying as much attention to my surroundings as I should have been. I-I even took the time to talk to people that I knew who were still busy trying to raise their scores." He hung his head and looked at his burger. "A Hero shouldn't do that. I didn't even care what I was doing until someone called me out on it. I just destroyed robots and congratulated myself for it. I was selfish and…"

"Oh man, is that _all?_ " He looked back at Peter, who was staring at him while munching on his burger. "Izuku, having fun while using your powers isn't that big of a deal. Hell, taking pride in what you want to do is a good thing. So your head got a bit big and you weren't paying attention. Big whoop! At least now you'll know to never let that happen again."

Izuku gaped. 'B-But Heroes like All Might would never let something like that happen!"

"What, you think the big guy doesn't take pride in what he does? That he doesn't have fun delivering those inspiring speeches you love so much? You need a sense of humor to dress up in colorful tights to fight crime." Peter rolled his eyes. "Trust me, kid. You never want to meet superheroes that take themselves completely seriously. As a superhero, you're allowed to have a good time so long as you remember what's important."

He sighed when Izuku's expression didn't change. "Izuku… listen. When I got my powers and even after… I learned what really mattered, I was a bit of a dick. Oh sure, it was mostly to people that were jerks to me, but I always thought of the expression they would have if they knew I was Spider-Man. I even fantasized about socking Flash with a fist full of Spider-Strength when he pushed me too far." He shook his head. "Took me a while to get out of that mindset. The point is that taking pride in your powers isn't wrong. It just depends on how you channel it, what is the time and place to have it, and not letting it define who you are that's important."

 _"Just like the old comics…"_ Izuku always found it startling that in the comics, Peter wasn't exactly a nice superhero. Sometimes he could even be as mean as his bullies. The later stuff pushed that to the side, but Izuku always felt a kinship to those old comics. _"Probably because… Peter felt more like a real person in them."_ It was comforting to know that the larger-than-life Hero was a person just like him. _"So what I did… it's just what everyone would have done in my shoes?"_

He could see that. Anyone who got this much power would go on a bit of an ego-trip during that points-based test.

 _"And it's not like it wouldn't have saved that girl."_ He didn't do it just to prove that guy wrong. He did it because that girl needed help and he could save her.

Maybe that's all that mattered.

"Still, I shouldn't do it anymore." Izuku looked at Peter and hardened his gaze. "I can't call myself a Hero if I just feel good about myself whenever I beat a villain."

"So long as you only feel good about the people you helped out, it's fine." He and Izuku smiled at one another. "Now, lets finish these burgers before they get cold."

* * *

 _"T-This is it… the moment of truth."_

Izuku stared at the letter from U.A that contained his test results. A week of waiting with some hand-to-hand training with Peter to relieve stress had passed before he returned home one day to find his mom fretting over the mail. The stamp at the back was all that was needed to confirm who sent it.

 _"Why am I even worried? I know I passed!"_ He had gotten thirty-six Villain points if his memory served, and besides whatever Bakugou got he likely had the highest amount in the test! _"But what if I screwed up?"_

What if, despite Peter's assurances, the proctors noticed Izuku's inflated ego and disqualified him? What if he did worse on the written exam than he thought?

What if…?

 _"There's only one way to find out."_ Be it good news or bad, Izuku needed to find out just to clear this uncertainty in himself.

Izuku took off the seal with his trembling fingers and opened the letter. He peeked inside to see a small thin disk. _"What the…?"_ He took it up and saw 'place this side on a smooth flat surface' written on the back. Shrugging to himself, he complied and put the disk onto his desk.

After a small beep, a hologram appeared in the air above. Izuku had to hold in a squeal as saw All Might dressed in a yellow suit that seemed to barely contain his physique. Behind him was a stage that flashed red, blue, and yellow.

 _"I AM HERE AS A PROJECTION!"_ All Might began, grinning at the camera.

 _"OHMYGOSH!"_ Izuku's jaw hit the floor as the image of All Might laughed at his own 'joke'. "A-All Might is recording these!? But they wouldn't do that unless… Unless All Might is going to be teaching!"

Usually, or as far as Izuku could tell from his research, the principal or one of the teachers would record the acceptance letters. Those who were rejected got a simple message in written for them. _"That means there's a chance…!"_

It took all of Izuku's willpower to not faint at the thought.

 _"Now, as you are likely aware, you have indeed passed, Izuku Midoriya!"_ Izuku hung on every word. _"Thirty-six Villain points and your scores on the written exam would already guarantee your entry, but that is not why I am continuing on like this instead of just finishing off now with 'welcome Young Midoriya! Plus Ultra'!"_

Well, yes he was thinking that. Mostly because these holographic messages didn't have much memory in them, so long messages were ill-advised, not to mention expensive.

All Might coughed before continuing. _"While Villain Points were the basic measurement we use to judge applicants, it's not the only one!"_ His trademark grin only grew wider as he moved to the side and a new image popped up.

There were videos. One of him rescuing Jirou from the robot jumping at her from above, and the other of him swinging with that girl in his arms.

 _"Such conviction… such selflessness! As the bastion of Japan's future Heroes, it would be foolish of us to ignore these qualities important for all Heroes!"_ All Might returned to the sand grinned. _"As such, we have an entirely different category for such acts, rated by a panel of judges! Rescue Points! And my boy… you have the highest of the lot: fifty points! Congratulations!"_

Izuku felt his heart swell with pride and tears spilled from the corners of his eyes. He knew that he shouldn't be crying. All Might had praised him for this before.

 _"But to grade us on doing what's right…!"_ He wiped his tears away. "No wonder All Might became the Symbol of Peace after attending!"

U.A truly is the school of Heroes!

 _"Now then, welcome Young Midoriya… to your Hero Academia!"_ All Might thrust his fist into the air. _"PLUS ULTRA!"_

Years of pining and yearning, months of training and struggling, and a few minutes of pure joy at being accepted into the school of his dreams, he threw it all into his own shout of the school motto.

 _"PLUS ULTRA!"_

This is it. The greatest moment of his life. His first step towards becoming the new Spider-Man.

Nothing could possibly bring him down now!

 _"Oh, and we also need to discuss the nature of your powers. Namely, finding out why you have them without a Quirk."_

"Huh?"

* * *

 **To Be Continued...**

* * *

 **Note:** **Hey everyone! I'm back delivering this chapter with beta done courtesy of reppuzan, who I couldn't have done without! He really helps to bring these things together!**

 **I'm glad I was able to craft this chapter and show an entrance exam that was both familiar and different, going into new relationships and even a few familiar ones! Tenya and Izuku's relationship though I wanted to give more of a Stan Lee/Steve Ditko edge where they get on the wrong foot due to a misunderstanding and it isn't as easily resolved like in MHA. Doesn't mean it won't get better though.**

 **And for those of you who were curious about the interlude... look, it took part in another dimension and this story is about dimensions intersecting. As to why it's an interlude in the main story rather than being in its own side-story? Well... you will have to just wait and see!**

 **Now, I know what you're all waiting for... Test rankings!**

* * *

 **1. Katsuki Bakugou: Villain Points-87, Rescue Points-0**

 **2. Izuku Midoriya: Villain Points-36, Rescue Points-50**

 **3. Eijro Kirishima: Villain Points-39, Rescue Points-35**

 **4. Ibara Shiozaki:** **Villain Points-36, Rescue Points-32**

 **5. Tenya Iida: Villain Points 56, Rescue Points 11**

 **6. Itsuka Kendo: **Villain Points-25, Rescue Points-40****

 ** **7. Tetsutetsu Tetsutetsu: **Villain Points-49, Rescue Points-10******

 ** ** ** **8: Fumikage Tokoyami: Villain Points-47, Rescue Points-10********

 **9. Hanta Sero: **Villain Points-16, Rescue Points-30****

 ** **10: Kyouka Jirou: Villain Points-15, Rescue Points-25****

* * *

 **Man, Bakugou is going to flip out when he finds this out won't he?**

 **Anyways, that's it for now! Show your support by leaving a review and visiting or editing this story's TV Trope's Page!**


	9. Issue 8 - Super Hero School

_"W-What do I do, Peter-san!?"_

Peter tried hard to be as quiet as possible while he slurped his ramen noodles. He had eaten the dish plenty of times throughout his life, and it was still a staple of his diet. Sure, Izuku helped out by bringing him money so he could get fresh produce every now and then, but he was still ordering food on a teenager's allowance. It was hard to eat healthy when you're short on cash.

He'd been trying to solve this problem by looking through job brochures he picked up on the street. Unfortunately, most of them required some form of identification that Peter lacked.

Whatever job he did find was bound to suck.

He winced as the last noodle went into his mouth with a light pop. It was a bit rude, but Izuku did call him during dinner time. _"Barely got a word in before he spilled his guts."_ The kid had spent the last minute or two telling him the news. His school had already figured out that his powers weren't like the abilities most people had.

 _"Should I be insulted? I mean, I'm close to my fifties and the only ones that know my identity besides MJ are other superheroes and Felicia... and Fury, I guess, but only because Junior's spying on everyone."_

While Fury's kid wasn't as boneheaded as Maria Hill, he was still as ruthless as his old man when it came to being a spy. The only consolation Peter had was that Fury wasn't going to tell anyone anytime soon.

Peter didn't know if he was just that good at keeping a double life or that a lot of institutions in his universe were just incompetent. And considering his government did a lot of stupidly expensive stuff either to keep Mutants or superheroes in check, Peter was going to bet on the latter.

"Alright. Calm down, Izuku." Peter put down his chopsticks as he adjusted his earpiece. "This isn't as bad as you think it is."

 _"What do you mean!?"_ Izuku was obviously trying not to scream. _"U.A knows I don't have a Quirk! A-All Might knows that I was lying to him! How is any of this not that bad!? They are going to take me to a lab or something, I'm not going to get into U.A, and I'm never going to become a H-!"_

"Izuku." Peter kept his voice calm and low. "Are the police knocking on your door to take you in?"

 _"N-No..."_

"Did All Might say that you were not going to get into U.A?"

 _"No, b-but with what he said after...!"_

"Then stop worrying so much!" Peter heard Izuku's breath hitch from the other end. "Look, this is a weird situation for both of us. Whether we like it or not, they know that your powers aren't natural. You can't deny that anymore, otherwise you're going to dig yourself in a deeper hole and trust me that never ends well."

It sucked that nobody got their powers from radiation or magic in this world. _"It would be so much easier if that happened..."_

He could hear him choking back sobs, his voice hushed to a whisper. _"P-Peter... please, I'm scared. I don't know what to do… I-I can't lie about this anymore..."_

Peter leaned back. _"I didn't enjoy when I was younger and I wish you wouldn't have to either."_ His brow wrinkled. Constantly lying to Aunt May, flaking out on dates, blowing off his normal friends... It sucked. There was a reason why most superheroes' social circles consisted almost entirely of other superheroes. While he did tell them or they figured it out later on, it still hurt knowing that he was lying to his mother figure and the people he wanted to get close to.

 _"But Izuku... he has to deal with the fact that he's not like everyone else. He doesn't have powers 'normal' people would have, and before that he didn't have any at all. His powers are so out-there and the story behind them is so wild that he probably thinks that people will call him a freak..."_

But the cat is out of the bag now...

Peter's eyes widened.

 _"Wait. Only the first part is out of the bag..."_ A grin spread across his face. _"Yeah! We can work with that!"_ He chuckled lightly and said, "Izuku, listen to me. Tell them the truth."

Izuku was silent for a second.

 _"What?"_

"Not all of it. I doubt anybody would be ready to believe the whole alternate dimensions and me being real thing. Just tell them that you got your powers from the spider bite. The hospital has the records of your transformation and the police know the spider was weird. The fact that Prowly was looking for it just makes the whole thing even more believable!"

 _"Yes… The spider was supposed to be some illegal genetic experiment. At least, that's what the police believed! I can tell them that I got my powers from the bite and they'll probably believe me!"_

"See? No big deal." Peter picked up his chopsticks. "Look, just tell them enough to satisfy them and you'll be fine. Trust me."

 _"Thank you so much."_ Izuku breathed a sigh of relief. Obviously, this whole situation was hell on him. But sometimes the simple solutions are the best ones, even if they aren't immediately obvious. _"I-I'll tell them that. But... but I wish I could tell them about you. Maybe they could help you..."_

"...Not everything works as smoothly as a comic book, kid." Peter sighed. "Telling them all that stuff will create more problems than solutions. Just relax and tell them just the spider-related stuff. Fewer headaches for everyone."

 _"O-Okay. Good night, Peter-san!"_

With that, Izuku hung up and Peter took out his earpiece. "Man... the kid's going through just as much drama as I did." And here he thought Izuku would have an easier time without the need to maintain a secret identity.

But he should have known. Becoming a superhero in any universe made life complicated. Especially if you wanted to become Spider-Man.

As he continued eating his ramen, Peter glanced at the newspaper next to him. There were more reports on these wannabe Villains that dressed up as his old C or D-List Villains, but nothing on Mysterio.

It was as if Quentin dropped off the face of the Earth after his debut, which was completely unlike the narcissistic supervillain.

But if Peter were a betting man, then it meant that Quentin Beck was planning something.

 _"I'll have to keep an eye out."_

For now, it was just dealing with the punks that Quentin was hiring through the Power Broker app.

 _"Real original Quentin. Real original..."_

It was just like Quentin though. He always stole things from movies or television as part of his bombastic schemes, something Peter would comment to enrage the fishbowl-headed supervillain.

But now? The scary part was now Quentin was stealing ideas from other supervillains, using them to make himself a bigger deal in this universe than his own.

Who knew how much influence Quentin had in the criminal underworld here?

 _"Damn it... if I had the network I had back home..."_ Peter set down his chopsticks again, his mind wandering once more to Mayday and Mary Jane. _"I wish I had a lot of things from back home."_

It had been nearly a year... why hadn't the Avengers or Fantastic Five popped through a portal to find him? Why hadn't Mysterio been found out? Why hadn't the tide of wannabe Villains come to a screeching halt?

What the hell was going on back there for him not to be home already?

 _"Damn it."_ He threw his cup of ramen in the trash bit he had scrounged up and headed for his 'bed'. _"Don't think about it, Parker. You'll get Quentin when he finally decides to try and get you again."_

And knowing Quentin Beck, he wouldn't have to wait for long.

At least some things are guaranteed.

* * *

"Would you like some tea, Midoriya-san?"

"No." Inko Midoriya shook her head as Principal Nezu poured himself a cup of tea from behind his desk. She was dressed in a simple grey suit and skirt, neatly pressed just a few days before. Her back was ramrod straight as she gazed at the dog... cat... mouse... man-thing that was going to oversee her son's education.

At least, that was the plan.

Things have gotten more complicated since U.A asked to question them about Izuku's powers, which were not from a Quirk.

When she heard the news it had been a shock. The principal had called her personally to let her know that she was needed two hours before classes began to discuss the problem and shed light on how Izuku got his powers.

 _"Problem. They called it a problem."_ Inko tried hard not to squeeze her hands in frustration. _"That Izuku isn't like everyone else, that he may have the powers needed to be here but he's still... still..."_

She turned her head to see Izuku practically shaking in his seat, his back as straight as hers as he looked forward. He wore the school-issued uniform that consisted of a light gray blazer with dark turquoise trimmings. It was worn over dress pants and a white dress shirt along with a red tie that they had spent hours the night before trying to get to the right length. U.A.'s lax clothing policy allowed Izuku to wear his favorite shoes inside the halls.

Sweat came down his brow in little beads as the principal calmly sipped his little tea cup.

How he held it, she had no idea.

 _"He's just as scared I would have thought."_

Scared of what the principal was going to say, scared of how he might not get into U.A, scared of how this will affect his dream...

...scared of her too.

"Mmm... Chamomile. Can never get enough of it." Nezu set down his cup and looked directly at Inko. "Now, I thank you for taking the time out of your schedule to meet with me. I don't feel the need to remind you why you are here, so I'll cut to the chase." While his expression did not change, there was something in his eyes that made Inko feel like she was under a microscope. "Midoriya-san, did you know that your son didn't have a Quirk?"

 _"Of course I knew that. I spent years knowing that my son was Quirkless."_

Rather than say that, she kept her voice calm and measured. "Yes... I knew that my son was Quirkless ever since he was four years old. As for whether I knew that the powers he currently has weren't actually from one... no, I did not."

"So he told you it was a Quirk as well?"

"I just...!" Izuku began, only for Nezu to hold out his hand.

"Midoriya-kun, I am not condemning you." Nezu's voice was patient, but firm. "I am simply trying to get all the facts straight. You need to understand that your case is incredibly unique and we must know every detail as to how it came about." Nezu scribbled something on his desk with a pen then motioned her to continue.

Inko pursed her lips. "Yes, he did. The powers he had shown... that I saw... do run in the family. My great-grandfather has an Quirk that allows him to telekinetically stick to walls, while my husband's great-grandmother had some sort of phasing ability. He told me it was a Quirk, and when I looked back on our family history it was believable."

Nezu nodded as he continued to jot down notes. She turned her head to Izuku, who kept his down in shame.

Perhaps this is what hurt her the most.

Not that he had lied to the world saying his abilities were a Quirk. Who could blame him for that? For years, other kids would pick on him and other adults would whisper whenever she walked by, how he was a freak clinging to impossible dreams.

Who could blame Izuku for deciding to shout to the world he had a Quirk when powers just like it fell in his lap.

 _"But it was the lying to me that's doing it."_ Inko still didn't know how to feel about that.

Why would Izuku lie to her about something that changed his life forever?

"And for the past two years, you've never seen anything that might indicate that something was different about your son's case?" Nezu set down his pen and stared at her with that gaze again. She could feel it already, that it wasn't just this... principal's eyes on her.

Other people were watching, studying their every move.

"Has anyone approached either of you with an offer of some kind? Is your son hanging around strange people?"

Her mind wandered just a bit to her son's tutor, the man named Tobey Reilly. "No, no. He only met the man after getting his powers." Before then, Izuku rarely deviated from his usual routine of watching Heroes from the sidelines. "Not to my knowledge, no."

"And your husband?"

"Other than him visiting when my son was hospitalized for his spider-bite, we only talk with him over the phone." Inko admitted. "I wouldn't know about his activities, but my husband is not the type of man to break the law."

She was the one to do the crazy and wild things when they were younger, after all.

"I see..." Now, Nezu turned to Izuku and smiled at him. "Now, Midoriya-kun. Can you tell me why you tried to pass off your abilities as a Quirk and how you think you got them? Please be as truthful as possible."

Izuku gulped and glanced at her. She nodded at her son, which was all the assurance he needed. He took a deep breath and responded.

He told them all about how he had stumbled onto the Prowler searching for something. Of how the strange spider bit him when she left. Of how he woke up to discover his changed body. The muscles that gave him enhanced strength, the setules on his hands and feet that allowed him to scale up walls, and a form of precognition that warned him of danger.

Of how this all made him realize that what he had wasn't a Quirk, and that he ran from school because of that realization.

 _"Oh, honey..."_ She thought as Izuku rambled about confronting the Prowler and discovering his phasing ability on top of that, as well as some sort of bioelectric discharge ability he discovered while training. She had suspected that he ran away that time because of the shock of getting powers, but this added a layer to it.

That he ran away because he realized he was something different.

"And the reason why you claimed this was a Quirk, when it became increasingly apparent to yourself that it was not?"

"I-I did it because... I was scared." His voice quivered. Every word was like pulling teeth. "A-all my life, I had been Quirkless. W-When I got these powers, I thought it was a dream come true. I-I wanted to believe that it was a Quirk.

"But... B-but then I realized that it wasn't. T-That I got it by accident, that a spider bit me by chance. I-If everyone knew that... t-then they would... would..." He chewed his lip as tears pooled at the corners of his eyes. "I-I just wanted to become a Hero, to get into this school and..."

Inko chest ached as words failed her son. _"He had been bottling all this up?"_ This was the reason why he'd kept it from her. He already felt like an outsider due to his Quirklessness. If everyone knew that he gotten his powers unnaturally, he thought they'd call him a freak again.

That she would call him a freak.

 _"No... no that's not it."_

She remember words she uttered years ago. She'd taken him into her arms the day he learned he could never be a Hero. Both of them cried inconsolable tears while he gazed longingly at the video of All Might's debut.

 _"I'm sorry Izuku...! I'm so sorry, sweetie!"_

"Please try and continue, Midoriya-ku-"

"No, that's enough." Inko rose from her seat. Both Nezu and her son stared at her while she stared directly into the principal's beady little eyes. "There is no need for this to go on."

"I'm sorry?"

"This! All of this!" Inko motioned to Izuku. "My son has already told you how he got his powers. It wasn't from some illegal deal and he didn't do it to try and pull one over your school. It occurred completely by chance, nothing more."

Nezu held out his hands to placate her. "I am not stating otherwise, but the matter is tha-"

"Talk to the police and the hospital. They have records to show that my son never did this on purpose! In fact, the hospital's records should show my son's powers manifested while he was still recovering and was completely unaware of them!" Inko let out a breath and tried to calm herself. It wouldn't help if she lost her temper.

"My son... has always wanted to come to this school. He's dreamed about it his whole life, to become a Hero just like All Might. Even if... even when he didn't have a Quirk." Inko looked down. "Nobody believed he could do it. Even I... even I doubted his dream would become a reality."

"Mom..." Izuku let out a hushed whisper, and she took his hand into hers.

"How he got his powers is strange. Even I barely understand it." She turned back to Nezu. "Even so... he trained as hard as any of the other students here! He studied and did everything he could to learn about his new powers before he even took your exam, and he did wonderfully if I heard right! Who cares where he got these powers? My son wants to be a Hero with all his heart, and if you keep acting like he's some sort of criminal with something to hide... then you don't deserve to be called the birthplace of great Heroes!"

Inko took deep, heavy breaths as Nezu and Izuku remained speechless. That was the most passionate speech she had ever given. Parts of it sounded like a barely coherent string of thoughts when she looked back on it.

But she said what needed to be said.

If she couldn't support Izuku back then when he needed it, then by god she was going to do it now!

Nezu chuckled and leaned back in his chair. "Thank you for that, Midoriya-san. I have to say, that does clear up some things. But there is no need to worry. We have no intention of denying your son admission."

"What?" she and her son asked at the same time.

Nezu took another sip of his tea. "We could see from the exam that your son is two things: one, a powerful hero with skills that would benefit society at large, and two... a compassionate one. One that is needed in this day and age."

He set down his cup. "To be honest, we needed to ask these questions because U.A cannot afford to have unknowns. Neither can the government, which is why we will take him in... but we'll be keeping an eye on him during classes and exercises to study his powers. We are also aware of the police reports and hospital records, and we'll be using those as part of an investigation to find the Villains responsible."

Inko has been expecting many things. For the principal to laugh at her, for her son to have his hopes dashed yet again, and for her to begin plans to enroll him at one of the other top Hero schools.

But U.A... was surprisingly reasonable. They were letting her son in, but were going to have him under observation? "So he will get to become a Hero?"

"Yes, he will." Nezu pressed his paws together. "Plus if we didn't agree to this, the government would run their own tests." He traced the scar running across his eye. "However, I wouldn't allow that. I know far too well what people do when they are curious about something they do not understand..."

Inko felt a shiver run down her spine.

She heard sniffling and a chair scooting back. Izuku had jumped from his seat and bowed while clutching his chest. "T-Thank you... thank you so much!" He sobbed while the principal smiled.

"It's no trouble, my boy." Nezu began scribbling on his notepad again and added, "Also, don't worry about the true nature of your powers getting out to the media. It's now on a need-to-know basis within the government, restricted to them and relevant Heroes which includes the U.A staff."

Inko felt her shoulders sag in relief. _"At least we won't get harassed by nosy reporters._ " Or featured on tabloids and whatnot. That would be a nightmare.

"We will also help you with your Quirk registration paperwork."

"Q-Quirk registration?" Izuku asked as he wiped away his tears. The term sounded familiar to Inko, but she could only vaguely remember signing forms like that years ago.

"Well, we can't have you registered as Quirkless anymore. The government hates irregularities like that. So you'll have to come up with a catchy name and description of your powers when you get home. The fact you were registered as Quirkless will just make the process smoother." He waved a hand. "With that out of the way, get yourself cleaned up and run to class. And I hope you will have a great day as well, Midoriya-san."

Inko stood up and bowed. "Thank you, Principal Nezu." With that, she and Izuku left the office.

Today was his big day, the next step towards achieving his dream.

But first... they needed to talk.

* * *

Nezu watched as Izuku Midoriya and his mother exited his office. "That is one strong-willed woman." Taking one more sip of his tea, he set the cup down and turned his chair around. "So what did you think, Aizawa-kun?"

The yellow blob that been hiding behind him and out of sight of the mother and son groaned before turning itself over to face him. The entire Japanese Hero community joked that if Shouta Aizawa had never chosen become a Hero, he likely would have never set foot outside of his house.

But luckily for everyone, he had. Now Aizawa was both a respected Hero and Class 1-A's homeroom teacher.

Which, coincidentally, also made him Izuku Midoriya's homeroom teacher.

"I think they're a bit too enthusiastic." Aizawa wouldn't pick his head off the ground, moving only his eyes to look at Nezu. "And emotional."

"Hard not to be considering the situation." He leaned back into his chair. "Even though Midoriya-kun knew his entrance was all but guaranteed, there was still small part of his mind that assumed we wouldn't accept him. A reasonable fear considering his strange situation."

Powers born from something other than a Quirk. The average person would declare it impossible, a novelty restricted to the fiction of yesteryear.

Those same people also assumed that it was impossible for animals to develop Quirks, but he was one of a gifted few that helped dispel that assumption.

Aizawa groaned as if he'd just gotten out of bed. "I peeked out from the corner of your desk and tried to use my Quirk on him. I didn't expect much."

"Oh?"

Aizawa pursed his lips. "Normally I wouldn't be able to tell if my Quirk worked or not until the idiot I'm up against tries to use it. But this one... it felt like I opened my eyes in a pool. Had to blink a lot sooner than I usually do."

"Interesting..." Well, count that as another strange component of Midoriya-kun's powerset. "Will this affect how you'll teach him?"

"Not really, no. But you better not expect me to go easy on him just so you can gather data."

Nezu grinned. He could already see all the various exercises and mind games he had in store for Midoriya. "Wouldn't dream of it, Aizawa-kun!" He laughed aloud for a bit, but reined it in before he got too into it.

Such moments were better kept private.

"Do you think he's hiding something?"

He hummed to himself and tapped his paws on the armrests while reviewing everything he knew about Izuku and Inko Midoriya.

The woman had to be one of the most honest and protective people he had ever met. Inko had been willing to stare him down and fight for her son's right to chase his dreams. It was obvious his status as the principal and a Hero would not budge her.

It was easy to deduce that everything she said, and everything she thought she knew, was true.

Izuku Midoriya on the other hand...

He was telling the truth for the most part. He had no idea where the spider that bit him had come from, and everything from the shock of discovering his power to the fear from the Prowler incident was honest.

Still, there seemed to be some omitted details.

A boy that new to his powers couldn't have demonstrated that level of mastery at the Entrance Exam through self-study alone.

"Perhaps." He shrugged at Aizawa. "Call it a gut feeling." Well, the boy was certainly holding something back but it seemed unrelated to that man. "In any case, Izuku Midoriya is in the clear as far as the investigation is concerned. All that needs to be done is for Endeavor to retrieve the blood samples from the hospital and relay their findings to Sir Nighteye."

That seemed to surprise Aizawa. "Nighteye's getting involved with this?"

"Unfortunately, yes." Nezu allowed his face to turn grim. "It seems that this Mysterio character... is dealing in much more than weapons."

There was no need to elaborate further. "Guess I should be getting to class." Aizawa then began crawling away in his sleeping bag like a caterpillar. "It would look bad if I was late for the first day... what a pain."

"You would get there faster if you just unzipped yourself out of that thing, Aizawa-kun." The only reply the Hero gave him was a short grunt as he brought his right hand through a small opening the zipper made to open the door before bringing it back and continuing his slow crawl.

Nezu sighed while turning his chair to face the table again. As he picked up a biscuit, he muttered one thing to himself.

"This year is definitely going to be an interesting one..."

* * *

Izuku was exhausted and he hadn't even gotten to homeroom yet.

 _"I thought I was gonna die in there…"_ He'd stayed up most of the night rehearsing what he'd say to the principal. What sounded reasonable and what didn't, taking great pains to leave out details that would give the slightest hint of his time with Peter.

He wanted to believe that Principal Nezu bought the story… but he couldn't be sure. The man… dog… _principal_ was sharp. Izuku felt as if every word that came out of his mouth was being carefully dissected in the principal's head.

 _"But… he didn't seem angry. That's good, right?"_

God, he hoped it was.

"Izuku."

Izuku let out a strangled gasp as he whirled to his mom, whose expression was soft and pleading.

"M-Mom…" He bit his lip. Everything he heard back in the office was amazing… but sad.

He knew his mom doubted he would become a Hero. She tried to hide it to support him, but there was always that air of hesitation. He could tell she was forcing herself to say that there was still a chance for him.

He remembered the night he learned he was Quirkless, how she said she was sorry when all he wanted to hear was that he could be a Hero.

It broke his heart in two. Not only did his own mother not believe in him, she blamed _herself_ for his condition in some screwed-up way.

He wasn't blind. He could see how the stress of raising a Quirkless, friendless kid like him weighed on her. She didn't know what to do. Inko Midoriya was just as lost as he was.

 _"But the way she spoke back there... She was willing to stick up for me, to yell at the principal and say how I deserved to be there."_ Izuku had to hold back tears from streaming down his face again. It was really something, hearing how his mother was willing to do all that because she felt she let him down years ago.

"M-Mom… I'm so-." Izuku was interrupted when she put her hands on his shoulders.

"You have nothing to feel ashamed about." Inko said as she gave him a warm smile. "I-I know you have been going through a lot. The way your body had changed and how it wasn't part of a Quirk… it must have been tough. I probably would have done the same thing if I were in your own shoes.

"I understand why you did it… but you don't need lie to me anymore, Izuku." She seemed to be holding back her own tears, and Izuku felt his own start to form. "No matter what goes on with you, no matter what you do… I will always be here to support you, sweetie. So no more lies… okay?"

 _"Mom… I-I was lying about training with someone called Tobey Reilly. My trainer… he's actually Peter Parker. It's Spider-Man, Mom."_

He wanted to say that. To reveal the final truth he kept from his own mother.

But he couldn't. Instead, he said, "O-Okay, Mom…"

As the two hugged each other tight, warm tears slid silently down his cheeks.

Every second in his mother's embrace made Izuku feel like shit.

They stayed like that for a few more seconds before they released one another. Inko wiped the tears from her face. "Now…get going, Izuku. Can't be late for your first day in the Hero course!"

"G-Got it! See you later, Mom!" Izuku quickly left his mother and ran to the stairs, his mind racing all the while.

 _"How could I just lie to her after promising I wouldn't do it anymore!? She already knows half the story! Peter probably wouldn't even be mad if I told her!"_

But his worried mother might call the cops on Peter to protect him from the crazy foreigner trying to brainwash him.

Getting powers from a spider-bite courtesy of a spider experimented on by Villains? Sure.

Interdimensional mentor? Yeah… that was a quick way to get thrown into a padded cell.

 _"This sucks…"_ Izuku's shoulders sagged as he looked down the hallway, glancing at the massive doors to find his class. _"How could the comic superheroes stand this? Hiding all these secrets from your loved ones, lying to your friends and family… and for what? To keep a secret identity!? They could help! If they just trusted them and the government enough…"_

But could he really claim that? Even he knew that the world's governments locked up Heroes along with the Villains in the early days!

Was it fair for him to judge just because he lived in a world where something like the Superhuman Registration Act worked out, and only after years of refinement?

 _"I still don't like it…"_ It didn't matter what he believed.

The fact was he was still lying to his mom, and he could do nothing to justify it to himself.

 _"No, enough about that!"_ Izuku slapped his cheeks as he stopped in front of the door marked 1-A. _"This is my first day! I can't look mopey! I have to make a good first impression!"_

That's right. He could deal with the morality and emotional weight of his lies and half-truths later.

Right now… he was about to start his first day in U.A.

Gulping to himself, Izuku reached for the handle to open the door.

 _"I-I can do this… I need to do this. It's my first real step towards becoming Spider-Man."_

He opened the door and took his first step into the class that would help shape his future.

"HUH!? What the hell are you spewin', nerd?"

The first thing Izuku noticed about his classroom was the distinct presence of Katsuki Bakugou. His feet were on his desk and he was busy arguing with the guy who yelled at Izuku at the practical exam.

 _"Why do you do this to me, fate?"_

* * *

"Let's start over." Tenya Iida stretched out his hand to the student who decided to be belligerent to his polite request that he take his feet off the desk. "I'm Tenya Iida from the Somei Private Academy…"

"Somei, huh? That must mean you think you're better than me!" The student with the spiky hair grinned maliciously and leaned forward. "I'm gonna enjoy tearing you a new one!"

Tenya took a step back, aghast at his classmate's declaration. "You would threaten me!? Your own classmate!? Are you sure you're in the right place?"

He had not been having the first day he had expected.

He had been overjoyed knowing that he had passed. Once again, the Iida family's tradition was secure. He would learn alongside his peers to become part of a great generation of Heroes, and Tenya himself would bear the Ingenium name with pride.

He had expected all the students to be like him, mingling only to make the necessary introductions and waiting eagerly for their teacher to arrive.

He had arrived to find the room in disarray.

Some were sitting at their desks, sure, but they were talking to each other about trivial things like hobbies or reading manga! A diminutive student with purple ball-like hair who's name was Minoru Mineta was reading a mathematics textbook… but the grin and flushed cheeks were certainly not something one gets when reading about equations.

Obviously, this boy was sick and needed to see the nurse!

A couple of students were sitting or leaning on their desks, and after he greeted them he noted it. They returned to their seats but shot him looks that did not convey any gratefulness for being reminded proper school procedure.

 _"I don't understand… shouldn't everyone in U.A be trying to live up to the standards set by the best of Heroes?"_

Maybe he was expecting too much. Imposing one's own standards on others was not becoming of a Hero.

 _"But that doesn't excuse this one's behavior!"_

The blond clicked his tongue at him but then seemed to notice something behind him. His arrogant expression changed to a glare, and Iida followed his gaze to see…

...the messy-haired student from the entrance exam.

"It's you…" Tenya muttered, narrowing his eyes.

As everyone also looked at the student and he made a shaky introduction, Tenya was already walking up to him.

 _"So… he did pass."_

He supposed that wasn't a surprise. After all, nobody would be that confident in their performance without some assurance they would pass.

Perhaps he had been too harsh on him, allowing his feelings of frustration and adrenaline fuel his words. However, he would not take them back. His attitude during the exam was unbecoming of a future Hero, an insult to those struggling to take the exam.

"Even so…"

"U-Um, hey!" The messy-haired student said to him. "I-I'm sorry for…"

Tenya didn't let him finish and bowed stiffly. "Hello. My name is Tenya Iida of Somei. It's a pleasure to meet you."

 _"He will be my classmate. I cannot let my personal feelings complicate future professional relationships."_

"O-Oh! Nice to meet you! I-Izuku Midoriya… I'm from Aldera Junior High…" Tenya could see that the newly introduced Midoriya was not looking him in the eye, likely remembering their last discussion.

 _"I wonder if he took my words to heart."_

"Yo! Midoriya!" Tenya looked to see Jirou and Sero up from their desks and walking towards them. Jirou had a sly grin on her face as she said, "Same class, huh? What are the odds?"

"Yeah, man! Talk about freaky!" Tenya moved out of the way as Sero walked up to Midoriya and lightly slugged him on the shoulder. "I mean, the three heroes of the Entrance Exam together again!"

"Uh…" Jirou glanced at him with a raised eyebrow. "No offense, dude, but I'm kinda drawing a blank with you."

Sero's grin dropped. "What!? Are you serious!? I'm the one who gave Midoriya the tape he was swinging on!"

"Hey, don't blame me. You didn't exactly introduce yourself when all was said and done."

"By the way, who the heck are you?" Sero's eyes lit up. "Wait… are you the girl I saw carry Midoriya and that Uraraka girl?"

"Oh?" Jirou placed her hands on her hips. "So you saw that and didn't have the decency to stop and say hi?"

"I-I was just…! There was a giant robot heading our way!"

"G-Guys, come on. Lets not argue!" Midoriya got in between them, nervously. looking from one to the other

 _"They know each other?"_ But… why? How? U.A was supposed to be meticulous about how they did their Entrance Exam. How could three people who have known each other before take have worked side by side? _"And saving someone? Just who could've…!?"_

"Whoa. Relax, Midoriya." Jirou looked at Sero. "I was just just joking. I probably would've left before you could introduce yourself anyways."

Sero chuckled. "Yeah. A big robot does that to you."

"Oh! Nice to see you guys again!"

All of them turned to see the girl who Tenya knew as Ochako Uraraka ran over with a big smile on her face "It's Deku, right? I'm Ochako Uraraka! Nice to meet ya!"

Tenya could not help but notice the slight flinch Midoriya had at the name. _"What's the history behind that?"_

"U-Um…" Before Midoriya could respond, Uraraka was talking again.

"I mean, it was pretty incredible how you just got me out of that rubble like it was nothing. It was unreal how we were swinging through the air! I mean, I could feel the wind through my hair and I've gotta admit you knew how to hold onto me tight but not too tight! I would've gotten myself out of the rubble but you got me out faster than I ever could!"

"Whoa, whoa slow down!" Jirou had her hands up in surrender. "First off, take a breath or something." She then motioned to Midoriya. "Second, give him a second to cool down."

Midoriya was now red in the face, muttering to himself about 'holding girls' and 'sorry'.

 _"I would've gotten myself out of the rubble…"_

 _"Wait, so all three of them helped you escape from some rubble?"_ Tenya motioned to Midoriya, Jirou, and Sero. _"All during the exam?"_

"Oh yeah! Deku got me out and Jirou-chan caught us before we had a nasty fall!" She then motioned to Sero. "Sorry… I don't really know who you are."

"For the love of… I'm the one who was spitting out the tape for Midoriya to swing on!" Sero threw up his arms. "Come on! I'm not that forgettable!"

As the four continued to mingle, Tenya stared at them in wonder.

The boy he assumed was not taking the test seriously… had also realized the true purpose of the test?

Tenya had no idea that there were Rescue Points during the exam. They were neither in the brochure or in the presentation. He wouldn't have known he received any had he not been told in his acceptance message! "In hindsight, however, it makes perfect sense. Of course a Hero school would reward us for saving our fellow students."

But Tenya had gotten his points unknowingly. For the most part, Tenya could only assume he accrued them when he took advantage of a robot that was chasing a fleeing student to get the points and when he destroyed that robot attacking Midoriya.

However, Midoriya knowingly got his by intentionally rescuing someone? While fleeing from the robots?

 _"Perhaps I underestimated him…"_

"If you're here to mingle, go somewhere else. There's no place for it in this school."

Tenya along with his classmates looked into the hallway to see…

...well, a man in a yellow sleeping bag.

Unknown to Tenya, they all had the same thought:

 _"What the…!?"_

It was a man with long, disheveled hair who looked like he didn't get enough sleep. His hand reached up from inside his sleeping bag so he could sip on a packet of… fruit jelly?

 _"Who is this man? Is it… is it the janitor?"_

If so, then U.A needed to reassess its standards!

The sleeping bag unzipped and the man stepped out, showing that he was wearing a black tracksuit, shoes, and a silvery scarf wound around his neck like a snake. "I'm Shouta Aizawa, your homeroom teacher."

Unknown to Tenya, he shared another collective thought with his fellow classmates.

 _"He's our teacher!?"_

Tenya gripped his face in shame, only barely holding back the urge to fervently apologize for his transgression. _"I-I thought our teacher was a janitor! How could I be so disrespectful to a Hero and our instructor!?"_

But… weren't Heroes supposed to look like… well… anything _but_ Shouta Aizawa? Shouldn't he be in a business suit, or his flashy Hero costume, or something other than looking like he just crawled out of bed!?

 _"I just don't understand this school!"_

* * *

As Bakugou got into the starting position for the fifty-meter dash, he looked at Deku and glared. _"Still can't believe that bastard got in…"_

It pissed him off. He was supposed to be the only person in that shithole of a school to get into U.A! He made it his top priority to make that perfectly clear. After all, he was the smartest and strongest of those losers! Not even those shitheads who followed him home to ride his coattails could try to make it! He told them so himself!

At least they got the memo and stopped bugging the shit out of him the last year they had together.

 _"But then Deku just had to fuck it all up, didn't he?"_

Not only that, but he had to get into the same class as him! It was ridiculous! He was supposed to be top dog, but Glasses didn't cower or anything! Nobody was calling him cool or whatever when he put his feet on his desk and put Glasses in his place!

Hell, Deku got more attention than him!

 _"Seriously, what the hell is going on?!"_

Ever since Deku finally stopped hiding his Quirk, it was like Bakugou barely mattered anymore. People either wanted to finally include Deku in their shitty activities or wanted to meet 'The Prowler Kid'. Why the hell would they want to meet a shithead who was basically pissing himself on national television?

They should be focusing on him, like they always did!

 _"Ah, screw 'em! They don't know what they're missing!"_ He was still top dog! He was first place in the exams, and he was going to show why U.A was just another stepping stone and these losers were all just the same shitty extras he dealt with throughout his life!

The school agreed with him on that front. U.A had no patience for losers. The person in last place in this examination will be kicked out altogether.

Soon… he would blow that loser in the dust.

He would prove that Izuku Midoriya was the same loser he had always been!

 _"Runners on your mark!"_

Bakugou snapped back to attention, looking forward to the finish line. _"I'll blow you out of the water with this, Deku!"_

 _"Ready?"_ Bakugou arched his back and tensed his leg muscles. When the starting gun went off, Bakugou leapt forward and began running. He could see that Izuku was next to him from the corner of his eye and grinned.

"Eat this!" Bakugou crossed his arms before throwing them back. His Quirk's explosions rang out, and he could already feel himself accelerating. "Burst Speed!"

The basic idea was that he would rely on the force of his blasts to propel him forward after he got a running head start. That way, his speed would only increase and he would reach the finish line before Deku could even realize what was happening.

He took his feet off the ground and flew forward, his explosions moving him like a bullet past the end line. He couldn't help but laugh as he heard the robot give its declaration.

 _"4.13 seconds!"_

Bakugou had been keeping track of the other losers' scores. None of them compared to this one! Sure, some of them outshined him but it was only a matter of time before…!

 _"5.27 seconds!"_

Bakugou cut off his Quirk and skid to a halt. As he wheeled around he saw Izuku come to a stop, not even panting as he looked back at the field with a grin.

 _"What the hell are you smiling about, Deku!? I'm the one who won here!"_

All Deku had gotten was a pathetic five seconds. Big deal! It was barely better than Froggy and Glitter!

But why was it pissing him off so much?

Shaking his head, Bakugou went back to the group of students who were either finished or waiting for their names to be called.

"Woah! Four seconds? Man, that was awesome!" Bakugou glanced at an extra that had spiked, obviously died and gelled, bright red hair that was especially pointy on the sides. He grinned, showing off his sharp teeth. "Name's Eijirou Kirishima, and I…!"

"Fuck off, Spiky Hair." Bakugou snarled as he walked away from him.

The last thing he needed to deal with was extras trying to blab to him.

He watched as Spiky Hair shrug and start blathering to Deku, the nerd flushing in embarrassment from the attention and muttering replies.

Bakugou scowled and turned away from the scene.

"Who gives a shit that the extras finally leave me alone? All that matters is winning this thing."

Then everyone would understand his awesomeness and come to him in droves.

That's how the world is supposed to work.

* * *

"Seriously? It's an insult?"

"As far as I can tell, yeah." Jirou told her with a firm nod. She pointed at Bakugou who was just returning from his second go at the ball throwing test, the result being just slightly over the original seven hundred meters. "That dude is a serious dick. He shoved me and Midoriya out of the way when he could've just walked around us before the Entrance Exam, and you saw how he was treating Iida. The dude had a stick up his rear but Bakugou just egged him on to be an asshole. I don't think he'd give every person he met a 'friendly' nickname."

"Oh man..." Ochako Uraraka massaged her temples with the tips of her fingers. "I hope I didn't hurt Midoriya-kun's feelings…"

This was embarrassing. She had thought Midoriya's name actually was Deku!

She had been going to the Entrance Exam and had seen him on her way there talking to, as it turned out, Jirou. She heard Bakugou shout at 'Deku' and reasoned it had to be the only male in the duo, so she decided to call him that.

 _"Well, that's what you get for making assumptions…"_

Why didn't Midoriya say something earlier? She had been calling him that all morning and even when they met their other classmates, from the pink-skinned Mina Ashido to the cool, mature Momo Yaoyorozu!

She even introduced him as Deku a couple of times!

"Ah, don't worry about that. Hell, I don't think the guy cares much."

Ochako looked at Jirou who was giving her a sly grin. "What do you mean by that?"

Before Jirou could answer they heard the electronic voice of the robot call out _"Four hundred and twenty meters!"_

"Well, speak of the devil…" Jirou muttered out. Izuku was walking away from the field with a nervous grin on his face. She waved at him and he waved back, briskly walking towards them and making a point to avoid eye contact with Bakugou.

"H-Hi, Uraraka-san!" His cheeks turned red as he scratched the back of his head. "What's up?"

"Um, De-I mean Midoriya-kun…" She pressed her fingers together in embarrassment. "S-Sorry for calling you Deku, before…"

"Huh?"

"Told her about Bakugou, man." Jirou gave him a knowing look. "She had to know sooner rather than later. Better to rip off that bandaid now."

"I'm really sorry!" Ochako bowed stiffly. "I really thought it was your name! I didn't mean to insult you!"

"I-It's fine, Uraraka-san." She looked up and was relieved to see that Midoriya just had a nervous smile on it. "I mean, I'm glad you didn't do it on purpose, but why did you call me that?"

'Well…" This was going to be embarrassing to admit, especially now that she knew the truth. Still, like Jirou said, better to rip this off now than later. "I kinda thought it meant 'you can do it' than… whatever it was Bakugou-san was calling you that for. I thought it was a cute name…"

It was mortifying. This entire time she was insulting the guy who went out of his way to help her out.

Some way of returning the favor...

"Then you can call me Deku!"

Ochako blinked in surprise at Izuku, who was grinning happily… but his entire body was completely stiff.

"That was fast!" Jirou let out a small laugh. "But man, come on. Don't do this to yourself just because a girl said she thought it was cute…"

Ochako could already feel her own cheeks redden as she played back what she just said. _"Maybe I should've called it a cool nickname or something."_

"I-It's not that!" Midoriya shouted with a shake of his head. "I mean… yeah, Kacchan had been calling me that for years. But… I'm trying to move on, you know? So… if you really read that nickname like that…" He beamed at her. "You can call me Deku anytime, Uraraka-san!"

"I don't know whether to find that kind of awesome or a bit sad…" Jirou hummed for a second. "Maybe a bit of both."

"C-Come on, Jirou-san…"

As the two continue to banter, Ochako stared at Izuku.

 _"He's actually letting me call him by an insulting nickname because I found a different meaning to it…"_

She already knew that Izuku Midoriya was a nice guy. He'd gone out of his way to help her when no one else would. Jirou and Sero admitted that they didn't even notice that she was pinned down by the rubble, and it was Izuku who had rushed to help her.

He had no idea she would be able to free herself and risked his life to help her anyways.

 _"Anyone would be lucky to have him as a friend."_ And she hoped she would become one in the near future.

"Crap, crap, crap….!" Uraraka turned to see a short boy with three purple balls on the top of his head biting his fingernails while sweat dripped down his forehead. "Why the hell did I have to end up in a class where everyone's a freakin' athlete!?"

 _"Don't tell me… Oh man, is he in last place!?"_ Her heart broke as she looked at the boy named Mineta and once again cursed the unfairness of this exercise.

She knew that U.A took its Hero course seriously. It wouldn't be good if the students weren't prepared for things like natural disasters and Villain attacks. However, this entire exercise seemed… _sadistic_. It was making them give it their all for sure, but there was the overhanging threat of expulsion if they wound up in last place.

 _"But like Aizawa-sensei said… life isn't fair."_ Uraraka sighed. _"Doesn't make this better, though._

At least she was confident in not being in last place. And Deku was probably not going to end up in last place either.

Over four hundred meters with the ball toss alone… and that was just one of the many amazing feats he accomplished during the assessment.

 _"Just what kind of Quirk does he have that would let him do all that?"_

No use wondering about that now. There were still a few exercises left before judgement was passed.

She could only hope that everything turned out alright.

* * *

Izuku could only stare in awe as he looked at the results of the exercise.

Bakugou wasn't in first place. He was in _third_.

First place went to Yaoyorozu, who only seemed mildly impressed with her own results.

Izuku himself was in _second place_.

He had done it.

He had managed to outshine Bakugou!

"This is unreal…" He felt dizzy just by looking at them. While he managed to outshine Bakugou in the P.E exercises in their previous school thanks to his powers, that was only because Bakugou didn't use his Quirk.

When they were allowed to use them for their first assessment, he thought there would be an even wider gap.

But it looked he was now on the other side of the gap for once.

"Wow! Look at that, Midoriya!" Izuku felt a hand slap him on the back, causing him to turn and see Sero, Uraraka, and surprisingly enough Kirishima. "Second place! Not first, but making it that close is something else!"

"You jumped so high, Deku!" Uraraka swung her arm up, a wide grin spreading across her face. "I mean, you were like 'whoosh'! And without that tape stuff helping you swing! I had no idea you could do that! What else can you do!? You gotta tell us!"

"Does your Quirk let you go all-out with your body or somethin'? I could barely see it change!" Kirishima gave him a thumbs up. "Have to say, havin' you, Yaoyorozu, and Bakugou bein' that close is so manly!"

"W-Well…" Izuku blushed at the attention he was getting. He could hear the other students talk amongst themselves about the test scores, some moans about how they could've done better while others were in awe at his and Yaoyorozu's placement. He could see Iida rubbing his chin and studying the results closely, while just behind him the half white and red haired Shoto Todoroki was lightly glaring at the screen. Jirou gave him a small wave before returning to her conversation with Ashido.

But Bakugou…

He was gaping at the results as if they were telling him that the sky was green and that aliens have just landed at the U.N preaching for intergalactic peace and harmony.

He was looking at indisputable proof that Izuku had managed to outshine him for once.

In his mind, he was staring at the impossible.

 _"But it isn't, Kacchan."_ Bakugou was probably going to start something soon, but Izuku didn't care.

 _"I'm not going to hold back just to satisfy your ego, Kacchan."_

"I-I just wanted to give it my all, just like Aizawa-sensei said."

"Yeah, I get you." Sero nodded in approval but his expression shifted to one of relief. "I don't think anyone wanted to be in last place…"

Uraraka shushed him. "Keep it down! Don't you think Mineta-kun feels bad enough already?"

Everyone glanced at the unfortunate soul that ended up in dead last, Minoru Mineta. He was practically shaking in place as tears spilled out of his eyes. They could already hear him muttering, "This is a bad dream… it's gotta be…!"

Izuku felt terrible. Like everyone else here, Mineta worked hard to get into U.A. He studied and trained to get through the entrance exam, and now has to leave just because he wasn't as physically active and had a Quirk with fewer applications than the rest of them?

 _"If I hadn't gotten my powers, I would be in his position…"_

"Uh…" Kirishima bit his lip. "Yeah, that really sucks… but come on! It's not like they're really going to kick out the one who ended up in last place!"

"Really?" Izuku asked hopefully.

Kirishima had a grin but didn't look any of them in the eye. "Y-Yeah! I mean, I'm pretty sure they wouldn't…"

"You don't sound too sure…"

"Alright all of you." Everyone turned to Aizawa, who had turned off the scoreboard with a remote. "Now you have a good idea where you stand in this class. Now…"

"DEKU!" Izuku turned to Bakugou and let out a short gasp as the explosive teen stormed towards him with explosions popping off in his palms. "You shithead! You were holdin' back even after you showed off your Quirk?!"

"W-What?!" This was bad! Bakugou didn't know how extensively he had trained under Peter, and while he did hold back a bit in P.E it was to regulate his own strength. But Bakugou just saw this as another insult! "N-No, Kacchan, I was…!"

"I'll fuckin' kill yo-!"

Before he could lunge at Izuku, long strands of cloth wrapped around his neck, arms, and upper body. His explosions were also silenced, no matter how much he flexed his palms and struggled against his restraints. "What the…?!" Bakugou and Izuku looked back to see that Aizawa was the one holding them.

"What a pain…" Aizawa's eyes were bloodshot and showing obvious irritation. "Don't tell me you kids are going to give me dry eye from stupid temper-tantrums like this every day!"

 _"Dry eye…?"_ Wait, Bakugou's Quirk wasn't working right, and the comment about his eyes meant… "I-I know you! You're the Underground Hero: Eraserhead!"

The Hero that made it a point to operate at night and stay out of the public eye. The man who had the amazing power to suppress other Quirks with a glance and had practically no merchandise save for an extra strong coffee brand!

"Huh? Eraserhead?" Sero scratched his head. "Never heard of him…"

"Wait! I think I have!" The burly and full-lipped Rikido Satou shouted from his spot. "Didn't ya take down bunch of drug dealers a couple of weeks ago? A reporter lady was complaining you wouldn't give her an interview…"

"Man, talk about anti-social!" The mostly invisible Toru Hagakure declared, covering her mouth-area with her right hand which Izuku could only tell because the sleeve of her tracksuit went up.

"What the… let me go…!" Bakugou protested, only for Aizawa to glare at him.

"Let me make something _very_ clear." Aizawa's voice was low and deliberate, but loud enough for everyone to hear. "I don't know the history between you two. I couldn't care less about any of that. Just know that if you try rushing at him after I let you go or if you try any of this childish stuff on any of your classmates after this… I will _not_ hesitate to kick you out of this school. Do you understand me, Katsuki Bakugou?"

Bakugou stared at him wide-eyes before glaring and gritting his teeth. He reluctantly stopped squirming without a word. The cloth retracted back to Aizawa who sighed and fished out more eye drops from his pocket.

"Wow… what the hell was that?" Izuku turned to see Jirou walking to him. "I knew he was a dick but that was just crazy!"

"K-Kacchan was just upset…"

"If that was upset, I don't wanna know what he's like when he's pissed." Sero said with a frown. Bakugou was just standing in place, his fists clenched and his head down. "I mean, he looked like he wanted to murder you."

"He did say he wanted to kill you." Uraraka agreed with a nod.

"Yeah… But now he's going to wait for an exercise or something to do that."

Training with Bakugou is going to be a nightmare.

"Yeah, but you gotta admit the guys passionate! He always givin' it a hundred percent!" Kirishima flexed his right arm and grinned. "I'm pumped just thinkin' about taking him on!"

"WAAH!" Everyone turned back to Mineta, who was now openly sobbing. "I'M SO SCREWED!"

"C-Calm down, Mineta-san!" said Yaoyorozu. "There's no need to be upset!"

"Oh yeah, that's easy for you to say!" He pointed an accusing finger at her. "You're not the one being kicked out!" He continued to cry and everyone looked unsure what to say. Even Izuku was for a loss of words. What could he say without making things worse for Mineta?

"Stop whining." Everyone looked to Aizawa who was putting away his eyedrops. "You aren't getting kicked out."

Mineta sniffled. "R-Really?"

"Hah! Knew it!" Kirishima shouted while pumping his fist into the air. "It was just a trick to motivate us."

"Obviously." Yaoyorozu sighed while pinching the bridge of her nose. "Honestly, I'm surprised none of you figured it out. It was so obvious..."

"What!? No fair, Yaoyorozu-chan!" Mina huffed. "You could've told us it was just a lie…"

"Oh no. I was being serious."

Everyone slowly turned to Aizawa, who was giving them a scary grin. "I would have expelled the student in last place. I would've even expelled all of you if you didn't impress me enough."

Everyone's jaws dropped.

 ** _"WHAT?!"_**

"Anyone can get into U.A. with a powerful Quirk and enough study time." Aizawa cleaned his ear with his pinkie. "But a lot of those who do get in think they can coast by on their Quirk. I'm here to tell you that's not enough. Your Quirks are useless if you don't have the imagination to use them creatively… or the potential to grow."

He pointed at Mineta. "I saw you use your Quirk in the side-stepping exercise to increase your speed. You used a very simple Quirk in a way that outpaced most of your classmates in that particular exercise, so I know that with enough training you can make a decent Hero." He grinned at the crying Mineta. "That's why I didn't kick you out. But make no mistake: one slip-up and I'm revoking this decision."

"AIZAWA-SENSEI!" Mineta cried, throwing himself at the teacher with his arms outstretched. The Underground Hero simply stepped to the side, allowing the diminutive student to hit the ground facefirst.

"The same goes for the rest of you!" Aizawa shouted at the gathered students. "U.A is not a playground! This is a school of Heroes! The moment you take your training here as anything less than essential is the moment you clean out your desks! U.A has no time for wannabes!" He gave them a firm stare as he continued. "From now on, you're all going to live and breath the school's motto. Go further beyond… Plus Ultra-style."

"Right!"

Izuku smiles as he looked at Mineta who was scrambling to his feet. _"Aizawa-sensei is… harsh, but he means well!"_

He was happy for Mineta, and himself for making the right decision.

U.A only taught the best to become Heroes.

 _"A threat of expulsion and a physical assessment… on my first day!"_

There was one thing Izuku could gather from this:

His school days were _never_ going to be boring!

* * *

 _IZUKU MIDORIYA!_

 _His Quirk? GHOST SPIDER!_

 _This kid can do anything a spider can… and then some!_

 _With the setules and proportional strength of a suped-up spider, Izuku Midoriya can climb up walls and lift almost… ten tons!? Better hope he doesn't get a grip on you!_

 _But that's not all! He also has a spider's innate sense to detect danger and can even send a blast full of biolectric 'venom' into an enemy with a touch! He can only do it once a day, so ya better hope he did his one-shot attack on someone other than you!_

 _Finally, his phasing ability lets him move through objects! He'll really mess up any electrical device he passes through and if he moves through flesh he'll Cronenberg it! But if he uses it too much, he'll get a tummy ache!_

* * *

"Are you sure this is everything?"

Enji Todoroki, known throughout Japan as the Flame Hero: Endeavor, took a cursory look through the files in his hands as he walked behind Dr. Tsubasa on the way to the samples room.

"Everything we were able to gather before most of our samples of Midoriya-kun's blood were used up.' Tsubasa chuckled a bit. "We were really running ourselves ragged trying to find out just what happened to the boy. Testing for various venom strains and the like."

Enji grunted while he looked two x-rays. One of them was obviously from a skinny teenager who barely worked out. Hardly any muscle around the bones. The second one was radically different. The bones were slightly thicker while the muscles expanded dramatically. Several question marks were on the corners of the notes that described the radical body change which had occurred in little under forty-eight hours.

Well, at least it showed the doctors here weren't dumb.

They just couldn't comprehend that what was happening was a Quirk activation without the Quirk.

It was unnatural. It went against every single law of biology they knew.

Hell, Enji himself still could barely accept what he was seeing.

"So you couldn't find anything from all the tests you ran? All those vials of blood were wasted for nothing?" Enji asked. He didn't get to be the Hero with the most solved cases under his belt by leaving things be.

But did he get recognized for that? Oh no. Everyone just paid attention to All Might and his stupid grin whenever he beat the Villain. Nobody paid attention to his hard work. The blood, sweat, and tears he put in to keeping them safe both in the spotlight and behind the scenes.

If only they _knew_ the sacrifices he had to make...

To his credit, Tsubasa didn't seem to be phased by the question. "Well, I wouldn't say that. After Midoriya-kun's case, we have a firm understanding of how to stabilize a person if they are bit by a similar spider. And our tests uncovered several potential new antivenoms. Our research is still in the earliest stages, so don't expect to see them in the science or medical journals anytime soon. It's simply incredible…"

Tsubasa stopped when they reached a door that read _'LEVEL 1 HOSPITAL STAFF ONLY'_. "Please wait here, Endeavor. This will only take a minute." With that, Tsubasa entered the room and disappeared.

Endeavor leaned against the wall and kept reading through the files. Most of it consisted of medical jargon he couldn't understand, but did his best to memorize it. He would be able to look up the things he didn't understand later so he could make a note of relevant information for his investigation before he had to share the files with Nighteye.

It irked him having to share this investigation into Mysterio with All Might's old partner, but at least the man was only handling the string of kidnappings connected to Mysterio and his cronies. Enji had a good amount of control over everything else pertaining to the case, including what other Heroes could get involved.

Thankfully, this was one where All Might wasn't needed.

Let him walk an old lady across the street. Endeavor would be the one to really make a difference.

The door to the lab opened and Enji closed the files. Tsubasa was carrying a small briefcase with a smart lock just under the handle. "These are all the samples we had left after our tests. The records will confirm the number as well."

Enji grunted and took the briefcase. "Thank you for your cooperation."

"May I ask what that boy has gotten into that necessitates this?"

Enji's eyes narrowed. For some reason, something about this doctor seemed… _off_. "All you need to know is that it's none of your business."

"Ah. Classified, huh?" Tsubasa nodded gravely. "Well, the paperwork was in order so I won't complain. Hope what we had helped your work, Endeavor."

Enji eyed him for a second before giving a stiff nod and leaving.

He would have to look into this place soon. Something about it raised the hairs on his neck.

Tsubasa watched as Enji went to the doors that lead to the stairs and returned to work.

He did the usual routine. He saw patients, delivered good news and bad in-person or on the phone, talked with Misato in reception about her kids, and managed to squeeze in enough time to enjoy the taco special in the cafeteria.

He made the rounds as usual until it was time to go home, and once it was almost nine at night he went to his office.

Whistling to himself, Tsubasa opened the bottom drawer of his desk and punched in the combination for the safe inside.

As it beeped, the electronic lock opened and he took a look inside.

In the temperature-controlled interior there were six vials of blood, each of them marked with a strip of tape labeled 'MIDORIYA' on the side.

"That was a close one wasn't it?" Chuckling to himself, Tsubasa opened a drawer to his left and took out a suitcase. "Well, we better not push our luck." He opened it and placed each vial inside the temperature-controlled container. When he was finished, Tsubasa waggled his eyebrows and mustache at the blood-filled vials.

"After all… you and I are going to change this world."

* * *

The body of the former 'leader' of the Beetle gang laid sprawled on the floor. His green and purple tights were torn in places and his mask was thrown to the side. Blood ran from his ears, eyes, and nose and pooled underneath him.

 _"Damn it. Why couldn't you just pay him?"_ She clenched her fists. No, now was not the time to feel sorry for scum like this.

They had knowingly signed the terms and agreements of the Power Broker app. They knew they had to give a cut of their take to Mysterio whenever they did the job. In exchange, they would get their gear and any upgrades that came in the future.

Yes. It was a reasonable arrangement.

But the 'Beetles' had been greedy. They had gotten it into their heads that since they had the gear, they were under no obligation to pay their dues.

And because they missed their payments, the Enforcers had been sent in.

 _"That's right. It's their fault for being greedy. They chose this. It wasn't our fault they…"_

"K-Koha-?" A timid, but distorted, voice stuttered from behind her.

She sighed. "Boomerang... You know we're not supposed to use our real names when we're on jobs."

"O-Oh… I'm sorry… I messed up…"

"Look, it's fine." She turned around to look to one of the few people in her life she could call a friend "You just need to remember, okay? It's fine since nobody here besides us, but you should try to use codenames more often."

Boomerang was a boy who was shorter than her, dressed in what amounted to a motorcyclist's attire with black boots that reached to his knees, metal shin guards spray-painted white, a black leather jacket zipped up with white shoulder pads and elbow guards, and black leather guards. Around his neck was a long white scarf that fluttered in the wind.

But on the sides of his boots were three white miniature boomerangs sticking out the back, matching the ones inserted into the three pockets that ran horizontally down each side of his jacket and painted to resemble ribs.

His head was covered by a sleek black motorcycle helmet with a visor that looked like a boomerang whose ends jutted up a bit to form two pointy 'ears'.

"O-Okay…" Boomerang shifted in place. "But… what if I screw up again? I don't mean to, but I…"

"Come on, it's no big deal!" She walked over and patted Boomerang's right shoulder. "All you've got to do is swap four names for different ones whenever we're wearing our gear. You'll get it right after a few more tri-!"

Something slammed through the ceiling and onto the floor just across from them. "What the!?" She narrowed her eyes and saw that it was the mangled body of a body of a Beetle. Every inch of him was riddled with holes and the right side of his face was practically obliterated. "Vulture!" She growled as she heard the familiar sounds of turbines becoming louder.

Their clothes fluttered from the wind as their teammate landed in front of them. A boy three years their senior wearing a dark green aviator jacket with the flag of the old country called South Vietnam stitched on the left arm. He wore matching pants that were tucked into metallic black boots which had two long blood-stained metal claws on the sides and one single claw near the heel. On his back and spread were two metallic 'wings' that were spray-painted green and had two spinning turbines in the center. They were attached to an egg-like pack which itself was strapped to Vulture with a firm harness on his upper body.

His face was covered by a metal mask, one that made him vaguely look like he had a beak, with glowing green eyes and tubes running from the sides to the back. His black hair was shaved short on the sides while the top was spiked back, which seemed to add to the dangerous air Vulture always exuded.

"Sorry I'm late!" Vulture's wings folded as he walked over to the corpse and kicked it. "This sonuvabitch was giving me trouble out there! Fuckin' bastard thought he could pull a move on me, but the skies belong to me!"

She growled and looked down. A piece of wood and broken off from the Beetle's crash and landed by her foot. "You idiot!" She stamped her foot in anger, turning her attention back to Vulture. "You could've killed us!"

He turned back to them and gave a dismissive wave of his right hand. "Calm your ass! I made sure you weren't in the blast radius, and thanks to your little toys nobody can hear us from outside! Other than a few screams, it was all nice and quiet!"

"That's not the point! Geez, how can you be so irresponsible!?"

"Ch-Cho.. I mean, Vulture, you shouldn't talk like that with her…"

"Aw, Jesus… not you too…" Vulture sighed and rubbed his hair. "Man up, dude! Only a fuckin' pushover just takes the side of a woman when their bro is in…" Vulture paused as he pointed at Boomerang. "Fuck man, you're bleeding!"

She looked back at Boomerang and finally noticed the blood running down his left arm. "Boomerang!" She reached ran over to him and reached for the disk on her left first aid kit materialized with a light flick of her wrist. She lifted Boomerang's arm and saw that his upper arm arm had been gashed and was bleeding like crazy. "Why didn't you tell me!? I could've been helping you earlier!"

"I-I didn't want to bother you…" Boomerang muttered, not reacting when she doused the wound with disinfectant.

"But what if it was really bad!? You can't do that! You're a member of the team, remember? We're supposed to look out for each other!" She began wrapping the bandage around Boomerang's arm.

Boomerang's devotion to the Enforcers was a sight to behold… but his disinterest in his _own_ well-being made more than its own fair share of problems.

 _"At least he'll listen to me. If he does that, then he won't get hurt too bad…"_

"Aw, leave him alone!" Vulture snickered. "That scratch is a badge of pride! I mean, you should've seen him before! He went totally apeshit on that one bastard who called you a no-tit bitch! I mean, he wasn't wrong but…!"

She had soon as she tied the knot on Boomerang's bandage she picked up the free piece of wood and threw it at Vulture in the blink of an eye. It hit him square in the face. "You little…!" He stomped over to her like she did with him, the two of them meeting in the middle. "The hell was that for!?"

"Why the hell did you have to say that!? You could've just said he was trying to get back at the guy who insulted me!"

"I was just statin' the facts! Calm you nonexistent tit-!" He dodged the punch she threw his way. "Hah! Missed m-!" He didn't dodge the knee she drove into his crotch. "FUCK!" As he doubled over and covered his junk, she placed her hands on her hips and gave a huff of victory.

But the elation of victory ended when she was picked up by her collar and brought eye-to-eye with the Enforcer's resident muscle.

He was a man that towered over 196 centimeters, his face covered by a mask comprised mostly of criss-crossing yellow material save for brown fabric that covered his forehead and converged to between his eyebrows. His eyes were featureless, reflecting the world and making his mood unknown to those save for people that knew him. The rest of his body was covered by a white suit, neatly pressed and buttoned up with a dark brown shirt and white tie. His hands were covered with brown and silver gauntlets. Specks of blood decorated his sleeves.

"Enough. Stop this foolishness right now." Shocker narrowed his eyes at her. "You are supposed to be our leader, so stop acting like a child."

She looked down at that. It was true. She had let the idiot's words get to her over something as trivial as her bust size. _"Damn it…"_

She thought she put aside stupid insults like those years ago…

"And you…" he turned his attention to Vulture. "She is your leader, so you will treat her with respect. If a subject does not agree with her, then you will drop it unless it is of vital importance to the mission."

Vulture groaned as he got up, cradling his groin. "Read ya loud and clear."

Giving a satisfied grunt, Shocker put her down. "Alright. I've just gotten the bank account numbers as well as the passwords. We're done here."

"Right…" She looked away from Shocker's sleeves and tapped the right earpiece of her helmet. "I'll call Mysterio-sama and let him know."

"While you're at it, ask him when we're going to get a _real_ job! I'm sick with killin' wannabe punks all the time! When me and my gang were runnin' things back in Tokyo, we didn't just limit ourselves to..." She groaned as Vulture continue to rant behind her.

 _"Yeah, yeah we get it. You were on the street before joining up. You're such a big freakin' deal despite being an idiot."_ Well, Vulture may not know his way around algebra but he did know how to fight and work his gear. She'll give him that.

 ** _"Hello…"_** The voice of her boss caused her to stand up straight for attention. **_"I trust the mission went well."_**

"The Beetles are eliminated as per your instructions, Mysterio-sama." She responded as professionally as possible. Despite their closeness, Mysterio never wanted her to treat him like an equal.

He held the keys to her kingdom, after all.

 ** _"Never did like that bunch."_** He gave a short, cold chuckle. **_"Never liked their predecessors much, either. Abner was such a suck-up and Tombstone's brat is an entitled loser who could only slum it up with other losers to feel superior… but I digress. Now that the annoyances are out of the way, we can give the identity to someone a bit more willing… and cooperative."_**

"I can run background checks for you this time." She tried to hide the eagerness in her voice. "There will be no mistakes this time. Only those we can trust to handle the gear and make their payments would be allowed…"

 ** _"Don't bother. Just handing it to them and a short little message about how the last holder had to be let go thanks to violating the terms and agreement will be enough to kill any ambitious ideas."_** She could hear a low humming behind him, a harmonious sound she sometimes heard in her dreams.

The sound of another world.

 ** _"In any case, return to base. I need to discuss some things with all of you."_**

Mysterio was meeting them in person? He rarely did that to anybody but her, that disrespectful Villain called Prowler, and his partner within the League of Villains. "Mysterio-sama?"

She heard him chuckle. ** _"We need to get ready. Soon you're going to be making your public debut… and you will be going up against the big leagues."_**

She was silent for a second, processing this information.

 _"The big leagues… then that means…"_ Her eyes narrowed, her lips twisting into a vicious smirk. _"Heroes."_

"Understood, sir."

 ** _"I look forward to seeing you soon, Clash."_**

With that, Mysterio cut his line and Clash let her hand fall to the side.

Heroes. They were going to face Heroes and make themselves known to the world.

 _"It's about time."_

This was it. This was her chance to strike back at the world that rejected her. A world that hoped she would be locked up somewhere and forgotten along with so many others like her.

The Heroes thought they had things under control. That they knew all there is to their reality. They assumed the status quo would last, unshaken and unbroken thanks to All Might's presence.

It was time the Enforcers broke that illusion with a clash of thunderous sound and blood.

* * *

 **To Be Continued...**

* * *

 **Notes: Phew! Managed to bring this bad boy out just a day before _Spider-Man: Far From Home_ came out! Special thanks to reppuzan for helping me out in making that possible!**

 **Okay, so I had a firm idea since the beginning of this fic that the whole drama during the Aizawa's assessment about whether or not Izuku was going to pass was going to be nonexistent. I mean, come on. The kid now has Spider-Man powers. He'll breeze through all of them. Instead, I decided to focus more on the POVs of different characters and get their take on the events.**

 **Mineta was in last place and as much as I hate the little living cliche I hate the idea of bashing or throwing him out completely when there's no reason to. In the manga/anime Aizawa states outright that he can see if people have potential and he kicks out those who do not have it. Mineta, for all his faults, is intelligent and can use his Quirk creatively when he's not thinking with the head between his legs. That's why he's sticking around, but don't expect him to get any focus. You won't catch me dead writing a POV section for him.**

 **Also, hoped you liked the set-up for future Villains! I'm really excited about what I've got planned for the Enforcers, and hope that you're all interested in what's going on with Tsubasa!**

 **Special thanks to FoxOnPie for including this fic in one of the many worlds within the _Neither A Bird Nor A Plane, It's Deku!_ Multiverse!**

 **Please leave a review and check out this fic's TV Tropes page!**


	10. Issue 9 - Marked for Destruction

Peter Parker wanted to die at this very moment.

"So..." The obese and nearly bald manager of Gunga Pizza said from behind his desk. He couldn't see the hardwood surface underneath the piles of paperwork and the anime statues strewn across it. On the wall behind the man was a certification from Health Department, but Peter was sure the thing was five years old. "...I've gotta ask, what made you come over here? To be honest, we weren't expectin' a foreigner to answer our flyer."

"Oh, well you know..." Peter tried to hide the fact that he was inspecting the office. The paint was peeling and the moisture stains from the air conditioning unit seemed to be turning a putrid green. "Need the extra cash. My current job isn't paying as much as it used to."

The manager let out a snort. "A slacker, huh? That why they aren't letting someone as old as you climb up the ladder?"

"No, no it's not like that. They're just cutting corners is all." Peter bit back a curse. 'Lazy' wasn't a word you'd use to describe someone who worked at a job and spent almost every hour of free time fighting crime in spandex. But that probably wouldn't help him ace the interview. "Unfortunately, I was one of the ones who got the short end of the stick."

The manager snorted again and began unwrapping a mint. "And you've got no references to give me? What, did you do that shitty a job in your previous careers and your current one?"

"I could give you a few numbers, but you probably are either going to get a bunch of annoying beeps or some very confused people answering." Instead, Peter said, "Well, I have a few... but they're all in the United States, so calling them on the phone would be expensive and..."

"Ah, save it." After popping the mint in his mouth, he continued. "Don't wanna waste the money and I ain't gonna learn English so I can find out what made you run all the way to Japan."

 _"Well, at least he's the kind of boss that doesn't give a shit."_ Peter cleared his throat. "Well, sir, I'm glad you like that I don't want to bother you. And I'm glad that you understand why I couldn't give you an I.D or anyth-."

The manager raised his hand. "Look, Pahka..."

"It's Parker, si-."

"I don't care who you are or what you did in the past. Nobody your age would take such a shit job here of all places unless they're hiding from something." The manager shot him a glare. "I don't care what ya did, and I don't wanna know. You're lucky nobody else is callin' about the flyer. Just know that if I hear about a cop or Hero snoopin' around here asking questions, your ass is grass."

 _"...Oh my god, he thinks I'm a criminal."_ Peter didn't know whether to laugh or cry. Did he look shifty or something? Was it because he was a white dude in Japan? "I mean, yes, I'm a vigilante and definitely do not have a license to do anything, but that's besides the point."

"Thank you, sir." Peter got up and bowed. He extended a hand out to his new boss, but the man didn't move an inch.

"You sure you can make deliveries?" The man looked a bit down from Peter's face. "We'll provide you with a moped, but the battery runs out pretty quickly and sometimes ya gotta make deliveries on foot."

Peter drew back his hand and forced a smile on his face. "Yes." Peter said through clenched teeth. "I can make the deliveries no problem."

 _"Yeah, I'm fat. But you don't look like much of a spring chicken yourself, buster."_

He grunted and motioned Peter to leave the room. "You start tomorrow. Don't be late."

Peter nodded and stepped out of the filthy back office and through the kitchen where a bored teenage boy with flaming hair was texting on his cellphone. He said goodbye to the cashier, a short-haired girl with cat ears and too many piercings on her nose and lip, and left the accursed place he would be working at in the morning.

He stared at the passing people, the cars that moved roughly five miles-per-hour on the street, and the occasional Hero as a thought went through his head.

 _"I have a degree in chemical engineering and I'm delivering pizzas."_

It took all of Peter's willpower to avoid curling up and crying on the sidewalk.

It was utterly humiliating. While working at the Daily Bugle was the furthest thing to a dream job, at least it was relatively easy. Despite the low pay, Peter got the bonus of making the skinflint who wrote damning articles about him unknowingly pay the object of his hatred.

But working at a pizzeria... that was rock bottom. But what else was he supposed to do? Izuku was practically throwing away his money just so Peter would be relatively comfortable. Peter never liked having to rely on other people for things like this. It killed him whenever Aunt May insisted on giving him money, and a part in him always died knowing that in the early days of their marriage, Mary Jane was supporting him rather than the other way around. It's part of what motivated him to become a teacher in Midtown High in the first place.

Now, at least, his personal finances would be his problem rather than Izuku's.

 _"God, this is like being a teenager again."_ Peter began his trek back to his place. _"A sucky job, money problems, and having to fit in being a superhero... the only thing different now is that I'm trying to help someone else with the hero stuff in between all of that. Oh, and trying and failing to find some way back home with limited resources."_

The old phone that Izuku had given him vibrated. When Peter took it out, there were two texts. The first was a picture of Izuku smiling nervously while three other teens crammed into the shot. One was a girl with short purple hair and earphone jacks dangling from her earlobes, another was a girl with short brown hair, and the third one was a guy that had black hair and an almost triangular grin.

The second text was a short message.

"M-M-Made it through my first day at U.A! Scary, but I made some new friends!"

Peter grinned and put it away. "See kid, I knew you would make it."

The teen had been terrified when the school found out his powers weren't natural. He thought his life was over. Peter knew that feeling. He had gone through it time and time again, like when Doctor Ock unmasked him one time in front of Flash and the others.

But by keeping a cool head and thinking things through, he'd gotten out of that funk and it wasn't the end of the world.

It sucked that Izuku had to lie... but it seems to have all worked out.

 _"Plus, he's making some real friends instead of hanging around that Bakugou kid."_ He still didn't understand why Izuku saw that bully as a friend.

Then again, Flash started out as the bane of Peter's high school existence and ended up being one of his best friends, so who was he to judge?

 _"Still hope he does something. I don't think that Bakugou kid is going to get better without being forced to."_

Sighing to himself, Peter took one last look at the photo and grinned.

 _"Two girls already, huh?"_

He and Izuku needed to have a talk about relationships with his classmates and balancing them with his responsibilities sometime soon.

Especially since Peter knew from experience that the love life of a superhero can get complicated very quickly.

* * *

"No way!" Sero was guffawing as Jirou smirked and Uraraka giggled. "You like rap!? You!?"

Izuku face heated up as he looked away, already regretting letting that piece of information slip. "I really need to learn to keep my mouth shut..."

When the school day had ended, the four of them agreed to go and get a bubble tea together at a nearby shop before heading on the train home. They talked about things like what they thought about the school and Aizawa-sensei, their Quirk Assessment scores, their favorite movies, their favorite Heroes...

And, unfortunately, their favorite types of music.

"I-I don't see what's so wrong about that..."

"Hey, we ain't blaming you for it. Hell, I think you've got pretty good taste... from what you told me." Jirou motioned to him. "But no offense, you don't exactly scream 'I listen to a lot of rap in my spare time'."

"Well... not a lot of people really advertise what kinda music they like Jirou-chan." Uraraka pointed to herself while her own cheeks began to blush. "I... kinda listen to Classical Metal on my phone from time to time."

She shot him an embarrassed grin. _"A cute girl likes metal!?"_ That's something you didn't hear everyday."

"Come on, you've gotta be lying just to make Midoriya feel better!" Sero's grin faltered when Uraraka didn't rise to the accusation, instead blushing harder. "No way..."

"Heh." Jirou grinned and lightly punched Uraraka in the shoulder. "Have to say, you've just become a hell of a lot cooler in my book."

"Really?"

"Do you really think I'm the kind of girl to judge others for how they rock out?"

As the two laughed, Izuku sipped his chai-flavored bubble tea, his lips curling into a smile. _"So this is what it's like..."_

Izuku had never experienced what it was like hanging out with kids his age. Not since he was little, at least. Nobody wanted to invite him and Bakugou wasn't going to be asking him to hang out at the arcade.

He could only guess what was happening from the people he passed at arcades or cafes and what he saw in movies and on TV. Hanging out, talking about normal stuff like what they watched last night, helping each other out through difficult times...

Not even a year ago, the mere idea was a novelty to him

But now? Now Izuku was experiencing it firsthand! He finally had a group of friends who thought he was like them!

 _"And, best of all, they aren't just trying to get on my good side because I ended up on the news..."_

"Dude, we are so lucky!" Izuku was broken out of his thoughts by a nudge from Sero, who was grinning even wider than before. "I never thought I'd end up having a bubble tea with two cute girls! It's like a dream come true!"

"Two cute...!" Izuku could practically feel steam coming out of his ears. Sure, he thought that Uraraka and Jirou were cute girls, but he would never say it as openly as Sero! "W-Well... I mean... I-I don't think they're... I don't think like that...!"

Sero scoffed. "Come on man, it's fine to admit it! I mean, what kind of girl doesn't appreciate...?"

"Doesn't appreciate what?"

Jirou and Uraraka had just finished their private conversation and were now staring at them. Uraraka looked curious while Jirou had an eyebrow raised.

"U-Um... I... Well, you see...!"

"What he meant to say was... what kind of girl doesn't appreciate a good bubble tea!" With that, Sero capped off the declaration with a long slurp of his honeydew-flavored tea. "Mmmm! Tasty!"

Jirou didn't look convinced and turned to Izuku with a coy smirk. "So, Midoriya... liking that bubble tea of yours?"

"H-Huh? Um, yeah! It's great!" Izuku laughed hard and tried not to make it sound totally unconvincing.

From the strange looks he was getting from people passing around them, he was failing miserably.

 _"Crap! How the hell do I get out of this!? They're going to think I'm weird!"_

Luckily, fate decided to throw him a bone as a news report echoed from inside the bubble tea store.

 _"This just in, another Hero has been seriously crippled by the so-called "Hero Killer" Stain earlier today."_ All four of them poked their head inside the store again to watch the one-horned reporter shuffle his papers as the image of a Hero appeared on the top-right screen. _"The Blue Flame's injuries, which include the permanent removal of his right hand and left foot, has crippled his Quirk. As a result, he has been deemed medically unfit to continue his career as a Hero. We will now go to an interview with an eyewitness to this brutal..."_

"Damn..." Jirou said as they exited the store again. "Removing the guy's hand and foot? That's just..."

"He's lucky to even be alive." Sero's ever-present grin transformed into a frown. "I've heard about this guy, you know. He cripples a lot of Heroes and the ones who don't get away in time or don't receive backup? It ain't..."

"Please, we get the picture." Uraraka was hugging herself as she eyed Izuku sullenly. "What kind of person can do that to other people? To Heroes?"

"I don't know, Uraraka-san." Izuku replied. "I just don't know..."

Nobody knew what the Hero Killer's motives were. He had gotten the nickname 'Hero Killer' by ending the careers of so many Heroes. With twenty people permanently crippled and fourteen dead, there was no mistaking that the Villain had it in for Heroes... and it looked like he planning on putting more notches in his belt before he was caught.

 _"Even worse, all the reports say he's coming to Musutafu..."_ Izuku shivered. Imagining what that maniac could do to less powerful Heroes before someone like All Might stopped him was just too horrible.

"...Well, that's one way to kill the mood." Jirou sighed as she threw her cup in the plastic recycling bin while the straw went into the paper one. "Anyways, I better get going. It's getting kinda late."

"Yeah, same here." Sero chuckled. "We've got a long day tomorrow."

"My parents are probably wondering where I am right now." As the three left, Uraraka shouted, "See you tomorrow, Deku!"

Izuku waved back at them, chuckling nervously all the while. " _That could have gone better..."_

Still, it was a nice first get-together with potential friends... reports about psychotic Villains and embarrassing reveals about music preferences notwithstanding.

Izuku took out his phone and looked at the time.

 _"I can probably see Peter if I hurry..."_

* * *

"Good job, kid! You managed to survive your first day of school!" Peter flipped through his employee handbook, glancing at Izuku with a grin as the teenager's cheeks turned red. "See? Knew you could do it!"

"Y-Yeah... but I could have done without Aizawa-sensei's test." Izuku sighed glumly. "That was nerve wracking... I was just so scared!"

"Why? We both know you would've passed."

"W-Well, it's just that when you can get kicked out if you get into last place, it just makes you try harder so it won't happen to you!" The teenager scratched the back of his neck, his face twisted in worry. "I-I mean, I saw what it did to Mineta-kun and I kept thinking 'if I didn't have these powers, that would be me'!"

"Yeah, that teacher of yours could have handled it better." Peter mused aloud, thinking about the guy who probably lived in the school since he brought a sleeping bag everywhere he went.

"The dude must have really liked that weird movie. Good for him. I could barely understand what was going on and I hang around Doctor Strange."

Threatening to expel the students on their first day was beyond harsh. Not only did it deprive the school of pupils that would grow out of their hang-ups, but the teacher could have missed something and kicked out an amazing future superhero.

 _"On the other hand, it pays to drill into the kids' heads that this is not a game and they can't afford to be overconfident because of their powers."_

The Stamford tragedy happened because Robbie Baldwin bought into his own hype and tried to treat experienced supervillains like jokes. How many people wouldn't have died if Dwayne Taylor hadn't grown complacent?

It was why he supported things like Avengers Academy. The world couldn't afford newbies to be careless in this field, just as civilians couldn't afford experienced veterans to think they could take it easy.

"Yeah... but he's kind, in a way." Izuku admitted, a small smile spreading on his lips. "I mean, he can see we've all got potential. And Mineta-kun didn't get kicked out because he's smart... though I wish he didn't give the girls dirty looks."

Peter decided not to touch that last bit with a ten foot pole. "So... I heard you've made some friends at school?"

"W-Well..." The teenager looked to the side and his grin twitched a bit. "I-I mean... I've only met Jirou-san and Sero-kun a couple of times, and I've only properly met Uraraka-san today! A-And we just hung out at a bubble tea cafe for about an hour, and I barely said anything. S-S-so I don't know if I should call them friends yet or not. But I really want to, and...!"

"Slow down, Izuku. You don't have to give me a whole essay about what constitutes being a friend or not." Peter couldn't help but feel sad for the kid. The only person he considered a friend until today was his own bully, and that seemed sadder the more Peter thought about it. "Look, I wasn't exactly a social butterfly until I was well into college. I know it's difficult to tell whether you're just acquaintances or friends." He smiled at the boy. "Just see if they wanna hang out with you some more and be yourself. People can smell when someone's trying too hard from a mile away."

Izuku looked down. "But what if I mess up? What if... what if they don't like me?"

"You won't find out unless you try." Peter leaned back on his chair, flipping through another page of his manual. "Just see what happens tomorrow. Who knows? Maybe things'll work out between you and one of those two girls you were with." He laughed as Izuku turned bright red. "Kidding! Kidding! God, you're too easy. But seriously, if you need any advice with girls just come to me. And if you wanna hit it off with a girl, try your hand in poetry." He smiled wistfully while looking up from his book. "That's how I convinced MJ to give me a shot."

"Oh, like the second Sam Raimi movie!"

Peter groaned at that. "Yeah, another thing they got right. But my poem wasn't that bad! At least, I hope it wasn't."

"Yeah, sure. Just like that..."

"And you're now a pizza delivery man, just like..."

"Yeah, yeah I get it! Life's full of coincidences!"

"Well, I better get going before Mom gets worried." Izuku picked up his backpack and gave Peter a wave. "See you tomorrow!"

"Yeah, see you kid."

With that, Izuku left the displaced superhero alone to learn how to do a job he was overqualified for.

 _"Superheroics and high school drama all in your first year... kid's going to have his hands full."_

Well, that was what he was here for. To help him navigate through all these trials and tribulations.

Peter squinted at one line in the employee handbook.

 _"Once a delivery is made, you are contractually obligated to say 'Pizza time!' before receiving payment. Don't forget to do it with a smile! Any reports of failure will result in a reduction of pay."_

"Oh, you've got to be kidding me."

* * *

"DIE YOU GERM FUCKS!" Katsuki shouted as he scrubbed his teeth with his fifth toothbrush this week. "DIE!"

He had barely gotten any sleep last night. His stomach kept cramping, causing him to keep running to the bathroom feeling as if he were going to hurl, only for nothing to come out. He woke up in a puddle of his own sweat every few hours and had to take one of his forty-ounce water bottles to his room to quench a thirst that wouldn't go away.

All because one thought kept going through his head.

 _"Third place…"_

Even now, it seemed unreal. Katsuki had never gotten anything less than first place in his life. It just wasn't something that happened to him. After all, wasn't he the strongest and smartest out of all the extras in that shithole of the school?

Wasn't he supposed to be better than everyone?

 _"Then why!? Why the fuck did I end up in third place behind some nobody and fuckin' Deku!?"_

It shouldn't be possible. Deku was supposed to be in last place no matter what. Hadn't Katsuki put his all into that stupid test? Hadn't he pushed himself harder than ever? That should've easily launched him into first place!

 _"But no. Ponytail got first, and then fucking Deku because of his bullshit Quirk!"_ Katsuki scrubbed his teeth harder than ever. _"That shithead pulled one over on me again! Goddamnit!"_

Maybe he could've dealt with Ponytail beating him. He was in U.A now, after all. A school for the best of the best. If anything, the test let him size up the competition so he could grind them into the dirt the next time.

But Deku? **_Deku_** was able to beat him?

 _"He did it on purpose to humiliate me! He even got the fuckin' teacher on his side too!"_

Where the hell did Aizawa get off saying what he could or couldn't do!? The damn teacher should be grateful that an elite like him was even in his class! All the pissants from his old school never cared what he did because they knew their place in the pecking order!

"KATSUKI!" His mom shouted from her room. He stopped for a moment to listen. "Shut the fuck up! I'm trying to sleep and your shouting is killing me!"

Growling, Katsuki took out the brush and spat the toothpaste from his mouth. Blood from his gums ran into the drain with the white foam.

As he rinsed his mouth and toothbrush, he glared at his reflection with bloodshot eyes.

 _"Okay... okay fine. I screwed up yesterday. I tripped up a bit."_ He threw his now wrecked toothbrush into the trash and splashed water on his face. _"But today is different. I know what to expect from those extras now. I know what Deku can do."_

After drying his face, he gave himself an approving nod and walked out the door.

 _"Enjoy your lucky break, Deku… because today, I'm going to leave you in the dust!"_

* * *

Things… weren't going as planned.

"Now then, boys and girls…" Present Mic began as he pointed at the board. "Which one of these sentences is the correct one?"

 _A: "{A thought that had been in for many months in the archives of his mind came sharply into relief.}"_

 _B: "{A thought that had been in the archives of his mind for many months came into relief sharply.}"_

 _C: "{A thought that had been in the archives of his mind for many months came sharply into relief.}"_

 _D: "{A thought came sharply that had been in the archives of his mind for many months into relief.}"_

Bakugou let out a snarl as he read each and every sentence. _"Fuck! What the hell does this stuff even mean!?"_

English had never been one of his strongest classes. Oh sure, he still blew the rest in his old classes out of the water, but he never got it as fast as he would have liked. It always took him a few seconds to mentally translate the damn things said to him. Reading them made it easier, but finding a sentence that was grammatically correct was always a bitch.

Bakugou read them over again. _"Damn, This one's tricky, but it's either B or C."_ He then took a quick scan of the room and noticed everyone else was still mulling over the question or writing it down to make it easier on themselves. _"Hah! Even in my worst subject, I'm still better than these…"_

At that moment, Deku, Glasses, and Ponytail's hands shot up.

 _"No! No fuckin' way!"_

Present Mic snapped his fingers and said, "Yes! Lay it on me, Yaoyorozu!"

The other teens lowered their hands as Ponytail stood up and coughed into her hand. "It is C. The reason why, of course, is that the adverb, sharply, is used to emphasize the suddenness of the speaker's realization."

"That is correct!" The teacher gave her a thumbs up and the entire room broke into murmurs of appreciation to Ponytail's explanation.

"Yaoyorozu-chan is really something else…"

"...Totally stumped…!"

"...Didja see Iida and Midoriya? They thought they had the right answers at the same time as Yaoyorozu!"

"I'm kinda jealous now that I never paid attention to English class…"

Bakugou grit his teeth, feeling his anger boil over as Ponytail gave the same firm nod. That damn expression that just screamed 'Of course I got it right. I'm a goddamn genius' that only he seemed to pick up.

The most infuriating thing is that this was the tenth question she answered before he could.

 _"Goddamn it! Again!?"_

While U.A was a school lauded for its Hero program, it also made sure that its students took standard high school classes. After all, a Hero would look bad if they weren't able to give a lost foreigner directions, use physics to quickly end a fight in a burning building, or manage their finances enough to stay in the black.

He hadn't been worried on that front. He always aced his classes and made it a point to study whenever he was home. His mom may be a nagging hag, but she was right about one thing: brawn doesn't mean shit if you don't have brains to use them.

But things haven't been going his way. Oh sure, some of the extras in his class struggled like they did in his old school, but others did not. Sometimes, Bakugou found himself a second too late to answer the question. The few times he did manage to raise his hand along with the others, the teacher only picked him by chance.

"Come on, I can't still be in a funk because fuckin' Deku and Ponytail beat me before!" Then again, it wouldn't be the most outrageous explanation. He had never been in third, so obviously it was still affecting him. _"Fuck! Get it together! If I keep this up, they'll never know what I've got! Fuck Deku, Ponytail, and all the rest! I just need to focus on now and…!"_

"Yo, Midoriya!" Bakugou had just missed the opportunity to show off. Deku was standing up, holding a copy of the Gladiator book Present Mic handed out to the class. "Continue the passage that Yaoyorozu-chan just answered in its entirety! LEMME HEAR YA LANGUAGE SKILLS, LITTLE MAN!"

Deku was shaking like a nerd, as usual. Bakugou fully expected him to flub his lines with stuttering and other annoying shit. It was, after all, what he did.

But that was not what happened.

"{Of all human beings alive, the scientists were the only ones who retained imagination, ideals, and a sincere interest in the larger world. It was to them he should give his allegiance, not to the statesmen, not to industry or commerce or war.}"

Each and every word was spoken in near-fluent English. There was no stuttering, no mispronunciation, and no mumbling. "W-What…?"

"WHOA!" Present Mic laughed while the rest of the class gaped in awe. "Now that's what I call English!" Present Mic snapped his fingers and pointed at Deku with a huge grin. "Seriously, man! Never thought you'd have gotten a handle on these beats!"

"I must admit, your fluency in English is impressive." Glasses said with a small nod of his head.

"But there is still some work that needs to be done so you can properly pronounce the words." Ponytail then said to Deku, who was blushing and sweating like crazy, "If you're willing, I can help you with some exercises to reduce your accent."

"O-Oh! Y-You really don't have to Yaoyorozu-san! I-I just studied f-for fun and…"

"Guys, I think you should stop before his head explodes." Earphones said with a chuckle, which only made Deku turn a darker shade of red.

"Getting all the girls with his little shy boy act… and having smarts on top of that…!" Purple seethed out from his seat. "Lucky bastard…!"

At this point, thought, Bakugou just tuned out and grit his teeth.

This was all his fault. It was all Deku's fault that Bakugou was off his game, that he was slipping up on things that should come easy!

 _"Just wait until combat class, you shitty nerd! Then I'll show you what happens when you fuck with me!"_

Somehow, saying that in his head didn't make the pit in his stomach go away...

* * *

"This is so good…!" Uraraka moaned after swallowing another bite of her rice. "The rice is nice and soft, but it isn't soggy or mushy! It sticks together perfectly but doesn't get stuck on the chopsticks! And when it's paired with the curry…"

"Maybe you should've been a food critic instead of a Hero, Uraraka." Jirou grinned while pointing at Uraraka with her chopsticks. "The way you describe it, I might as well be eating food from the gods."

The cheerful girl chuckled as she scratched the back of her neck. "Really? Well… to be honest I like food but I could never make a career out of it. I prefer eating it rather than hurting a chef's feelings just because it wasn't that good." She turned to Izuku. "What do you think, Deku-kun?"

Izuku gulped and looked to the side. "W-Well…. I mean… I-I never really gave food much thought and… it's good, I guess?" He tried his best to not choke on his next piece of pork cutlet.

Sero doubled over while Jirou struggled to hide her laughter. "Well, we know one career you would've crashed and burned in!" Sero's grin became even wider. "Thank god you became a Hero instead! I don't think you would've survived otherwise!"

Izuku sighed. "Yeah… you're probably right about that." While he had gotten decent grades at school even before the spider-bite, he wasn't exactly the most athletic or the smartest kid around. He wouldn't even have made it as a police officer if his dream of being a Hero didn't pan out.

"It definitely would've been a waste of muscles. Especially after all the stuff you showed off in Aizawa's exam." Jirou added as she continued with her meal.

Izuku smiled as he watched everyone eat and continue to talk. This was a step up from his previous school.

There, nobody wanted to sit with him and eat lunch. They avoided him as if his Quirklessness was contagious. That or they didn't want to be connected with the school nerd.

After the spider bite and Bakugou's fall from grace, they suddenly found him the most interesting person in the school. Plenty of people wanted to sit next to him, and he let them because it was rude to refuse.

He did eat his lunch a lot quicker though.

 _"And they wanted to sit next to me without a second thought…"_ Oh sure, plenty of the other U.A students gave him looks thanks to his fame as the 'Prowler Kid', but none of them went up and asked if they could sit next to him. _"Is it because they think I was reckless or something? It would make sense…"_

All that mattered was that the two girls and one boy got their meals and followed Izuku to an open table without a second thought. They wanted to hang out and didn't treat it like it was a big deal.

It was just another reminder of how different everything would be now that he's at U.A.

"Enjoying your meals, kids?"

Izuku looked up and gasped as he saw the Lunch Hero, Lunch Rush, standing there dressed in his usual chief's outfit and gas mask.

"Ohmygosh…!" Izuku put his hands over his mouth and bit back a squeal. "Lunch Rush…! A Hero who's super famous for his ability to make delicious food to feed thousands of disaster victims! You're the host of your own show, Kitchen Heroes, where you instruct young chiefs and criticize professionals for their mistakes! A-And an author of several cookbooks where…"

"Midoriya! Dude!" Sero stared at him with wide eyes. "Breathe before you turn blue!"

Jirou raised an eyebrow. "I think it'll take more than that to make him run out of breath…"

Uraraka, however, took it all in stride and smiled at Lunch Rush. "Yup! I really love all this stuff, especially the rice!"

Lunch Rush chuckled and gave her a thumbs up. "Great! I've spent years studying how it's cooked around the world to create the perfect method of making rice. It is, after all, the best comfort food!" With that, the Lunch Hero left the four to their own devices.

"Y'know, I'm still kinda getting used to Pro Heroes being our teachers.!" Sero pointed at the retreating Lunch Rush. "I mean, I've watched the guy's show! The one where he screams at people and swears like a sailor before running out to stop crimes during commercials, you know? We're in a school where celebrities teach us!"

"Aizawa-sensei isn't a celebrity." said Jirou.

Sero waved her off. "Y'know what I mean!"

"Yeah, it's pretty weird…" Uraraka smiled at Izuku and asked, "But isn't it great, Deku-kun? That we are getting taught by the best of the best? Even All Might is teaching here!"

Izuku nervously smiled. "Y-Yeah… but we don't know for what class." That was something Izuku had been wondering about since getting in. Just what kind of class would All Might teach? He wouldn't come over just to teach Home Ec. "N-Not that there's anything wrong with that, if that's what he likes!" Swallowing another clump of rice, he added, "I-I think he might be teaching our combat class."

"Hm…" Jirou rubbed her chin. "Kinda makes sense. What better teacher is there for handling fights than the Hero that finishes them in a couple of seconds?"

"Aw man, that means the class is going to be freakin' hard!" Sero moaned. "Great… my muscles are already screamin' for mercy."

"I think it's exciting!" Uraraka pumped her fist into the air. "I mean, think about what All Might-sensei has in store for us! It's probably going to be robots that blow the ones in the Entrance Exam out of the water or maybe it'll be spars!"

 _"Kacchan's going to love that."_

As soon as he finished that thought, the loudspeakers blared to life and said, _"Izuku Midoriya of Class 1-A… Izuku Midoriya… Please report to Principal Nezu's office immediately. I repeat…"_

"Your second day and you've already gotten in trouble." Jirou gave him a wry smirk "Man, that has got to be a new record."

"I-I didn't do anything!" Izuku shouted at them, his face reddening as he heard the occasional snicker from other tables. _"What's going on!? Why are they calling me!? I answered all their questions, didn't I? Oh god, don't tell me the government changed its mind about its deal with U.A!"_

"Don't worry, Deku-kun! We believe you!" Uraraka pat Izuku on his right arm. "It's probably nothing."

"Yeah. Bet you'll be out in, like, ten minutes tops." Sero pointed to the exit of the cafeteria. "But if you want my advice, ya better hurry. In my experience, the longer you take, the more angry the principal will be."

With a nod and another spew of apologies, Izuku dropped his tray off at the dishwashing station before taking off.

 _"I hope your right, Sero-san. I really hope you are…"_

And the day had started out so nicely.

* * *

Toshinori Yagi sighed as he stood in the teacher's changing room, staring at his hanging yellow suit and his Silver Age costume.

 _"I have to make a good first impression… but what to wear?"_

Today was his first day teaching at U.A, and it was certainly an exciting experience.

The school was full of young, eager kids yearning to become Heroes. Although their motivations may differ, it did not detract from their efforts to come here and succeed.

 _"I really wish I could help them all… but with my time limit…"_

Toshinori had volunteered to become a teacher at U.A to teach his successor and watch his progress closely. Sure, his old friend said it was unnecessary but he begged to differ.

 _"I might be new to this whole professional teaching business, but I've got some pointers he'll need in the future. Especially with all that power falling on his lap."_

But he couldn't train just his successor and by extension his class. That would cause countless rumors to float around the school that would eventually leak outside.

Instead, he and Nezu found the perfect way to handle that. He would be his successor's homeroom teacher as well as the teacher for his class' combat training. Besides that, he would also circulate through different classes every day for a third course taught by him.

And as luck would have it, today he would be overseeing another class' combat course.

Class 1-A, which held several potentially amazing Heroes-in-training like Tenya Iida, Katsuki Bakugou, Momo Yaoyorozu, and Endeavor's son.

But it also held one Izuku Midoriya.

 _"We just keep meeting, don't we?"_

It was a pleasant surprise. The boy who had reminded him what it meant to be a Hero was in the class he was about to teach.

A boy with such obvious admiration in his eyes…

 _"Oh, what the hell?"_ Toshinori took the Silver Age costume off the rack and began putting it on. _"He'll probably get a kick out of seeing me in this thing, and it'll certainly jazz up the room!"_

And the more he thought about it, the more sense it made. Putting on the old thing would provide a sense of relief to some students. It didn't happen often, but some kids would feel… well, kind of ridiculous after donning their costume for the first time.

Sometimes the costume they designed didn't look as cool as they thought it would, sometimes the idea that they are donning tights sinks in and they want to stay in the locker room, and sometimes they just felt relief that their teacher was 'in' on the game.

 _"I wish it wasn't so baggy."_ He put on his belt and held his pants up, gazing at his withered form in the mirror. With a deep breath, his muscles expanded and he looked like he was in his prime once more. He grinned at the mirror, making sure his face didn't twitch from the slight jolts of pain from his injuries. _"Keep it together, Toshinori. It's the last class. You better give these kids a show."_

Clicking his tongue and giving his reflection two thumbs up, Toshinori turned on the speed and raced down the hallways before skidding in front of Class 1-A's door.

Taking a deep breath, Toshinori bellowed, "I AM HERE!" He flung open the door and leaned inside. "COMING THROUGH THE DOOR LIKE A HERO!"

His students all gasped, bright smiles stretching across their faces as he strutted in.

 _"The smiles I hope you can see, Sensei…"_

"I can't believe it's really All Might!" The blond-haired Denki Kaminari said in awe.

The spiky red-haired Eijiro Kirishima grinned as he clenched his right hand into a fist. "So he is a teacher here! I thought that it was just rumors! This is going to be freakin' sweet!"

"Hey look…" Tsuyu Asui placed her right index finger on her chin as he reached his desk. "Isn't that his Silver Age costume!"

 _"You know you've made it when kids can identify the era your costume came from with a single look!"_ Toshinori turned and looked at his class. Everyone was staring at him in awe, but Izuku Midoriya stood out the most.

His hands were covering his mouth, as if he was holding back a scream of joy and his eyes sparkled in amazement.

 _"You really haven't changed, have you?"_

"Welcome to the most important class of U.A High! Think of it as Heroing 101!" Toshinori drifted across all the eager faces as their excitement came off in waves. Some were even nodding at the topic they knew he was getting to. "Here you will learn the basics of being a Pro, and what it means to fight in the name of good!"

He flexed a bit to get their blood boiling and give them what they would expect from the Symbol of Peace. "Now then, let's get into it!" He reached into his pocket and took out a card he had prepared just before the class. He flashed it to the class, a card that had only one word on it: Battle.

"Today's lesson will pull no punches!" Placing it on the table, he gave the students a few seconds to shout their disbelief and excitement. Katsuki Bakugou looked especially thrilled, if a bit scary. "And one of the keys to being a Hero is…!" He pointed to the wall. "LOOKING GOOD!"

On cue, the walls opened to reveal the cabinets containing each student's costume, courtesy of the Support Department. "Each of these costumes are based on what you put down in your Quirk Registration form and the requests you put in before school started."

All his students squealed with joy at the sight of them, and his mind flashed to his own days as a U.A student. Eager as he held the case containing his costume to his chest, the hope and excitement he felt at being one step closer to his dream.

Toshinori Yagi, All Might, smiled at this class containing the next generation of Heroes.

"Get yourselves suited up, and meet me at Training Ground Beta!"

* * *

"Whoa… that's a cool costume, Jirou-chan!"

Kyouka finished putting on her right boot as she looked up at Uraraka. Her costume was something else entirely. She was wearing black full-body suit with a pale pink stripe running down the middle of her torso, two black circles on her chest, and a black rectangle below her waist that ran between her legs. There were two more pink patches over her shoulders, both cut off by darker pink armbands that matched the choker around her neck.

She had circular wrist guards with a dark pink handle on the back, wide knee-high boots with magenta soles and a two-piece belt around her waist a circle embedded into the centre where the pieces join up. She also wore a helmet with a tinted visor what was colored a dull pink to bring the whole ensemble together.

 _"...That must be a nightmare to put on."_ Kyouka smiled and said, "It isn't really anything special, Uraraka. I mean, look at you! You've got the full-body suit and everything."

Uraraka laughed nervously. "Yeah, but I gotta admit it's pretty embarrassing. The thing's kinda tight… and I know how weird that sounds and I should have been more specific when ordering it, but I did need the stuff inside. Helps alleviate some of the downsides of my Quirk."

"Well, it's better than my costume." Kyouka waved her right hand over her body to present herself. Her Hero costume was nothing spectacular. It was a long salmon-colored shirt with several rips at the collar and hem, black pants, and boots with stereos built into their shafts. She also spent a good ten minutes painting two small, triangular red paint marks just below her eyes, and that along with her plain black choker and white fingerless gloves helped to put together the 'rocker' look she was trying to go for.

Only one piece was missing, which she would get in just a bit.

"Come on, Jirou-chan!" Both girls looked to Mina Ashido as she put on her sleeveless, tan-colored fur collar coat.

Ashido's costume was much simpler that Uraraka's, a purple and turquoise skintight bodysuit with a camouflage pattern, ending just above her breasts, plum-violet and beige boots, and a white domino mask over her eyes.

"I think it's cool! Not a lot of people go for the 'modern' look." Ashido placed her hands onto her hips and grinned. "Plus, the skintight stuff is like a badge of honor! It's the thing that just screams 'yeah, that's right! I'm a Hero, and you've gotta deal with it'! Not a lot of people can make the 'modern' look work, something that blends regular clothes in a way that looks like a costume!"

"Yeah, if only you knew how much I had to go through my wardrobe to find the right outfit." Kyouka got up from her stool and walked over to her locker. She wasn't lying either. She had to spend all day mixing and matching stuff in her home to find an outfit that could actually scream 'costume' without all the stuff most Heroes wear.

The modern look was something popularized in the 1990's and the early 2000's, costumes that focused more on practicality than looking sexy. Cargo pants, jeans, a t-shirt with a logo, and the trenchcoat. So many trenchcoats…

 _"Some of them mocked the old-school superhero costumes… but seriously, who were those guys kidding? You might as well be dressed up in tights wearing nothing but black and strutting around with in trenchcoat like a Matrix reject."_

Despite the look's early period of self-importance, Kyouka had a special affinity for it. It was practical, comfortable, and she wouldn't have to spend several minutes negotiating with the damn thing if she had to go to the bathroom.

The punk style was an added bonus.

"I can't wait to see what the guys have on!" Ashido giggled as she placed her hand over her mouth. "I mean, think about it! All those tight outfits showing off their muscles…"

"Okay, okay! We get the picture please stop!" Kyouka saw that Uraraka's face was completely red and couldn't help but chuckle a little while Ashido burst out laughing at the girl's embarrassment.

 _"She's almost as easy as Midoriya."_

Still, Ashido wasn't wrong about how good some of their classmates probably looked in Hero outfits. Plenty of the girls already looked pretty nice.

Kyouka peeked over to the left to see Momo Yaoyorozu putting on her boots. She had on a risqué outfit that would make Midnight proud.

She wore a high-collared, sleeveless crimson leotard with silver lines at her waist and around her arms, which were open to expose her skin from her neck to just below her navel. She sported calf-length crimson boots with heels, which dipped sharply down in the centre, and two gold utility belts around her waist. Another, thinner one ran around the top portion of her chest and below her shoulders.

Considering what she saw during Aizawa's exam, all of the skin showing was probably done out of practicality instead of an attempt to be sexy.

 _"Still, she's not bad in that area either."_

Yaoyorozu seemed to realize she was being watched and looked towards her. Kyouka's face reddened as she looked away. _"Damn it, don't stare. It just makes you look like a creep."_

"By the way…" Thankfully Uraraka provided an out for the embarrassing situation Kyouka found herself in. "...those speakers on your boots are for your Quirk, right?"

"Yup. Helps me out with the fighting part of this career."

"So why not wear a regular Hero costume instead of the modern look?"

Kyouka smiled wryly. "I'll leave the full-bodied glove things to you guys. I don't have the bust for them."

 _"Not for a lack of trying, mind you…"_

As the three laughed, Tsuyu Asui poked her head from the door with her goggles flashing in the artificial light. "Hey, everyone! All Might's telling us to hurry up!"

As Ashido and Uraraka ran off, Kyouka threw on her black leather jacket. As she ran and fixed the collar, one thought ran through her mind.

 _"Wonder what you've got in mind for your costume, Midoriya."_

* * *

Izuku took deep breaths as he stared at himself in the mirror, his mask clutched in his hands.

 _"This is it, huh? My big debut…"_

Izuku had changed in private, but he didn't know if it was out of embarrassment or fear. After all, it was obvious what he was going for with his costume. If someone had seen him, they were bound to comment on it.

The classmates he liked might even begin laughing at him, calling him unoriginal or a fanboy.

 _"C-Can I deal with that if it happens?"_

His costume, at least the base, was made by his mom just the night before. She had apparently looked at the notes and crude design of the costume he made with Peter in his notebook a few months ago and had been making the thing as a surprise.

It was a form-fitting onesie that just screamed 'Spider-Man'. It was primarily emerald green, but lighter around the arms, legs, and his sides. It was a darker shade on the shoulders that connected to the chest portion that ran down his body until a point above is midsection, gloves, and the fabric that ran from the bottom half of his lower leg and feet. Black webs that shone in the light ran along the darker sections, making them stand out and highlighting the white spider-insignia on his chest.

Hanging from the back of his neck was a green hood that had two bits of fabric hanging from the top designed to resemble All Might's signature haircut. It was a tiny bit embarrassing, but he wouldn't have his costume without it.

Peter objected to the hood, but it was acceptable compared to the cape Izuku wanted to add. Even then, he had to make it detachable.

 _"Because you're going to feel pretty stupid if some lucky crook grabs hold of it and pulls you into a punch."_

He wore his new web shooters on the outside. They were designed after the MCU versions that had the nozzles colored red. His new cartridges were compressed to the thickness of a couple of cards and a small revolving motor would replace each empty cartridge once it ran out.

The red nozzle matched the thin red bottoms of his feet and the pouches on his sides. He had once questioned why Peter never did something similar, and had gotten an… unexpected answer.

 _"Never had a reason to. I mean, I've saved so many hot dog vendors that they would practically give me one for free every day as thanks. No need to have little spider-pockets for spare change when you had service like that."_

But Izuku doubted he would ever cash in on the thankfulness of strangers even if they insisted it was alright. So the pouches were a must. Something to store his money, I.D, and spare web fluid should he ever run out.

Despite these deviations, the fact that he had taken so much inspiration from the many Spider-Man costumes over the years was apparent.

It had gotten him into an especially awkward situation earlier.

* * *

 _Izuku gulped as he sat beside Principal Nezu, who was calmly sipping a cup of tea. The air conditioning in the conference room was cranked up high, making the place feel like a freezer._

 _They were on one side of a long table while seven individuals sat on another side. All of them were dressed in matching black suits and ties with white undershirts. Three of them had Quirks that gave them the head of vultures, meaning they were likely members of the same family. One of them had a head of a mosquito, and Izuku could see his reflection on the multiple lenses in his giant red eyes._

 _The last three didn't have any mutations. Two of them had the same short brown hair and neatly trimmed beard, though one of them wore glasses. The final one was a slightly more rotund man with longer brown hair and a full beard and mustache._

 _The one thing that connected them aside from the matching suits were the golden pins on their collars and cufflinks._

 _They were three circles all arranged into the insignia of a familiar mouse._

 _"Izzzuku Midoriya." The mosquito man said, holding his hands on the table and intertwining his fingers as he inclined his head in Izuku's direction. "Do you know why we are here?"_

 _"N-No…"_

 _"I think it's better we show the kid!" The twin without glasses turned to his counterpart. "Do you have the file for me?"_

 _"Yes sir, I do!" With that, his companion laid a manila folder on the table and opened it. He then spun it around so Izuku could see the contents._

 _In it was his sketch of his costume and pictures of the one the Support Department was working on._

 _"Oh…"_

 _Figures the company that purchased Marvel years ago would get involved._

* * *

Before the age of Quirks began, Disney and other companies were working hard to extend the terms of copyright as long as they could. That way their prized mascot, movies, and newly acquired properties like Marvel and Star Wars wouldn't enter the public domain and they could continue to rake in the profits as the sole legal distributors of all merchandise and material.

But when Quirks came into existence, Congress and various other world governments had more important things to worry about than copyright infringement. It delayed the hearing for the bills, and no amount of money could persuade it to turn their attention away from the chaos brewing in the horizon.

Then the Dark Age hit, and soon everyone was busy trying to combat the anarchy and the rise of Villains while also trying to legitimize various Vigilantes into government agents. By the time the world stabilized, most of Disney's properties had become free for everyone to use as they wished. Several of the first Heroes even took advantage of this, styling themselves after the Heroes of their youth.

In the United States alone, there were over fifty Spider-Men. The number of people calling themselves Superman reached several hundred by the end of the century.

Disney hated that. They could no longer claim sole ownership of Spider-Man or Marvel in general. Worst of all, Heroes were strutting around and wearing the identity of characters it should be making a profit from.

So it worked hard to make the idea of adopting the Spider-Man identity, or any famous superhero for that matter, as unappealing as possible.

It helped to spread the idea that new Heroes should seek identities that were wholly unique, as adopting the identities of fictional characters would show a lack of creativity. If someone was insistent on adopting the identity, they would have to go through mountains of paperwork that would clear Disney of any responsibility since they were still the main distributor of comics and movies. If they were caught committing any kind of crime in-costume, they forfeited all of their rights to use the name or likeness…

If Disney couldn't make a profit, it ensured anyone who wanted to honor the idea of the characters wouldn't enjoy it either.

But since he was a minor and a student, they couldn't do as much as they wanted. The lawyers were only there to advise him against it, to convince him that it was in his best interest to choose his own identity. That it wouldn't be fair to take up the Spider-Man name if he didn't have the exact same powers.

Normally, seven lawyers of a major corporation would make Izuku nervous. Hero stuff? He got that. Navigating the legalities of using his mentor's identity? He didn't know where to start.

 _"Thank god the principal was there…"_ Nezu was the one who spoke on his behalf for the most part. Noting that Izuku was still a minor who hadn't even gotten his Hero license yet, the nation's own laws for copyright, the fact that his costume was remixed enough to be its own design, and the specifications of his powers.

There were also a bunch of other legal things Izuku didn't understand, but in the end, the lawyers didn't argue further and just said that they hoped Izuku would 'reconsider before he turned eighteen' through smiles that didn't quite reach their ears.

 _"I don't get it."_ Izuku scowled in the mirror. _"I just want to help people. I want to do that by becoming Spider-Man. What's their problem? What's wrong with bringing smiles to people's faces using the name and costume? They don't even own him anymore!"_

No, now was not the time to bemoan over the unfairness and heartlessness of faceless corporations.

Izuku slowly put on his mask, adjusting it so that his hair would be free and he could feel the cool air on the bottom part of his face. A second after setting the mask in place, Izuku could see himself through the lenses. He had styled his mask after the comic character Anya Corazon during her stint as Spider-Woman, dark green with webs spinning out of a center between his eyes. His teardrop lenses were a silvery white and curved at the ends. Izuku widened his eyes and watched as the lenses expanded.

Izuku had no intention of hiding his hair or face. After all, he wanted to be a Hero like for All Might. _"How could I bring smiles to people's faces or set them at ease if they can't see my own?"_

With that in mind, Izuku grinned widely, just as All Might would, and saw his reflection do the same. Izuku could tell it was awkward, too strained to be natural, and would make people feel uneasy instead of assuring them that everything would be alright.

 _"I hope I don't screw up when I really need to do it."_

The loudspeakers blared to life and Izuku heard All Might's voice. _"Midoriya-shonen! We are waiting for you outside at the training ground! If you require help, I will gladly come to…"_

"Crap! I was taking too long!" Izuku raced out, making note of the various options that were in his lenses system. Web fluid levels, GPS, Bluetooth, and even system settings. _"No, deal with that later! Get to the training ground first!"_

Izuku quickly made it to the hallway, but saw that the entrance was still a long ways away. _"I won't make it quickly enough!"_ Izuku raised his arms and shot two webs at the edges of the doorframe. Pulling hard, Izuku quickly launched himself forward. The wind rushed past his body as he covered the distance in seconds. _"Okay, I just need to stick the landing before I hit anyone and I'll be in the…!"_

But as soon as he passed through the doors, his Spider-Sense tingled and his lenses were filled with blinding light. He screamed as he covered his eyes and heard the shocked gasps of his classmates. _"Well, this is a return to form."_ Izuku fell forward, feeling his body hit two things…

...before he was caught by two powerful arms.

Izuku blinked several more times and saw All Might grinning from ear to ear. "You certainly know how to make an entrance, Midoriya-shonen!"

"A-All Might!?" Izuku gasped as All Might set him onto the ground and he took stock at his surroundings. Everyone was dressed in their costumes staring at him. Jirou was chuckling to herself as was Sero, Kirishima, Ashido, and Sato. The others were smirking while Uraraka was giving him a look of concern. This was mirrored by the person in armor who he could only assume was Iida, on account of his lenses conveying nothing but disapproval.

Bakugou was glaring at him too. His explosively-styled domino mask just made it even scarier.

Izuku then looked at the floor and saw two overturned containers, one black and one white, labeled 'VILLAIN' and 'HERO'. Several balls with letters on them lie scattered across it. "I-I'm so sorry!"

"Think nothing of it, my boy!" In a second, the two containers were upright once more and the balls were gone from the floor. "No harm, no foul! Now then, since you're here, we can get started." He motioned to Izuku's classmates. "Join your class there so I can tell you the rules and objectives of this exercise!"

Nodding, Izuku quickly walked back to his class and muttered, "S-System settings."

To his embarrassment, he found that the light adjustment for his lenses were not set to automatic. "Automatic light adjustment, please…" Once he could see clearly again, a few of his classmates walked closer to get a better look at him.

"Whoa, Midoriya!" Izuku looked to Kirishima who was grinning at him. "Goin' for an old-school character identity? You've got guts!"

"I guess… He's been an inspiration to me for a while and-"

"Dude, same here! My costume's based on Crimson Riot's." Kirishima gave him a friendly pat on the back. "Can't wait to see you in action!"

"Thanks, you too!" As soon as that conversation was over, Yuga Aoyama jumped in front of him with his dazzlingly bright costume..

"Not the most stylish option…" he said while flipping a lock of his hair. "But I suppose we can't all shine brightly in a sea of jewels, mon ami."

"I… don't know what you mean." Izuku decided it would be best to hurry past him when the frog-faced Tsuyu Asui approached.

"Wait, does this mean we can both crawl up walls?" Tsuyu Asui asked. Izuku tried hard to not look at her skintight green costume. "Can't say I like having to compete in that area."

"I-I'm sure you have nothing to worry about, Asui-san. Good luck!"

"While the costume is impressive, I have to disagree with the fact that you're using the likeness of a preexisting character." Izuku jaw clenched as he passed by Iida. "I hope you'll change it after this. Heroes should make a mark for themselves. Not rely on the looks of Heroes of yesteryear."

"I don't care." Izuku was surprised at the words that came out of his mouth. "I will be Spider-Man."

Izuku didn't wait for Iida to respond as he moved away to stood beside Uraraka and Jirou.

"Uh… hey, guys. Sorry about the… You know..."

"Maybe you should've ran here instead." Jirou pat Izuku on his shoulder. "Still, it did look pretty cool… for the first few seconds."

"It's okay, Deku-kun." Uraraka said assuredly. "Everyone makes mistakes!"

Izuku could only groan and hang his head in despair.

All Might then told them that the purpose of the exercise was to test how well they could work in team-ups and obtain their objective. Each student would be paired up and set as either Heroes or Villains. The Villains would go into a building where they would guard a mock nuclear bomb as the Heroes went in to either capture the Villains or obtain the bomb. If the time limit ended, the 'bomb' in the scenario would have gone off and the Villains would win. Either side would also win if they captured both of their opponents using capture tape.

 _"It's a simple enough exercise. It makes us learn how to cooperate during a crisis situation and face a possibility of going into a situation with too many unknowns."_

Once All Might was done with explanations, he began choosing the pairs.

Team A happened to be Izuku and Jirou.

"Looks like we're teaming up again." Jirou looked Izuku up and down. "Should I assume you've got wall crawling powers along with the webs?"

"Y-yeah…" Izuku scratched the back of his neck. "A-And enhanced strength… and agility… a danger sense… phasing… and one shot of bioelectricity a day."

"Wow." Jirou muttered, staring at him with wide eyes. "You hit the jackpot in the Quirk department, haven't you?"

Izuku felt a pang of guilt run through him. "Y-Yeah, I guess so…"

"Hey, I ain't complaining. Gives us more of an edge when it comes to planning."

All Might then began rattling off other names. Team B would be Uraraka and Kirishima while Team C would be Mina and Tokoyami.

Izuku bit his lip as he heard Yaoyorozu and Bakugou being paired as Team D.

 _"Kacchan is paired with one of the smartest people in the class… but even if that's the case, he probably won't listen. He'll go off and do his own thing, trying to win it all for himself… and if he's up against our team, he'll be extra brutal."_

The other teams flew by Izuku's head as the thought of finally facing against a pissed-off Bakugou sank in.

Team E would be Sato and Mashirao Ojiro, Team F would be Asui and Iida, Team G would be Mineta and Todoroki, Team H would be Hagakure and Mezo Shoji, Team I would be Sero and Kaminari, and finally Koji Koda and Aoyama old be Team J.

"The first teams to fight will be…" Izuku gulped as he stared at All Might who had his hands in the cabinet. With a flourish he revealed two balls. A black ball that proudly showed off a white 'D' and a white ball that showed off a black 'A'.

Izuku felt something drop in his stomach as he turned to the members of the D group.

Yaoyorozu was trying to say something to Bakugou, but the explosive teen wasn't listening.

Instead, he was flashing a huge grin at Izuku while trying to burn a hole through with bloodshot eyes. Bakugou silently placed his right fist into his left hand and a small explosion erupted between them, startling his teammate. He then held out his smoking palm to Izuku before clenching it as though he were crushing an insect.

"I… think he's going to take this a lot more seriously than he should." Jirou said numbly before turning to Izuku. "You going to be okay?"

"Y-Yeah…"

"Team A will be the Heroes and Team D will be the Villains! Everyone else will be coming with me to the monitoring rooms to watch."

"Yes sir!" With that, everyone save for the two groups followed All Might. Bakugou and Yaoyorozu headed into the building, but not before Bakugou shot Izuku another dirty look over his shoulder.

"Well, this is going to be fun." Jirou rolled her eyes. "At least we know he'll be gunning for us right off the bat."

Izuku nodded as he and Jirou stood outside of the building, waiting for All Might to give them permission to enter.

 _"Yeah… this has been a long time coming."_

Izuku just hoped that he'd be ready for it.

* * *

 **To Be Continued...**

* * *

 **Baby Boy (Special thanks to Reppuzan for this one)**

Sometimes, Inko wished her son had given up on becoming a Hero.

It was a horrible thing to say. What kind of mother asks her baby boy to give up his dreams?

But being a Hero was unbelievably dangerous work. Beyond the merchandise, the smiling faces, and the positive press was a world filled with peril. Heroes were supposed to dive into crises that police officers wouldn't dare tread.

That's why, when he learned he was Quirkless, she had hoped… prayed he would face reality. She wanted him to watch from the safety of the sidelines, away from the harrowing odds and terrible trials that Heroes faced every day.

But he'd taken after her more than she'd care to admit.

He had gotten her hair color, her eyes, her rounded cheeks… but also the rebellious spirit she thought she'd left behind years ago.

It didn't matter that his dream earned him nothing but mockery and scorn.

It didn't matter that he'd come home sobbing and covered in burns and bruises when he stood up to that "Kacchan" he always hung around.

It didn't matter that she'd failed to tell him the words he wanted to hear.

Nothing would dissuade him from that simple, earnest wish to be a Hero.

So he chased it. Year after year, never stopping for a moment. Searching for something, anything that could turn a fleeting fantasy into a reality. That's just who he is.

Even knowing all of this, her heart stopped when she saw him rush out of a crowd to save a complete stranger. It was precisely what a Hero would do, so it was exactly what he would do.

It was like all of her worst nightmares had come true when the Prowler had him in him in his clutches. And when her son had come home that night and showed her his "Quirk", her tears were bittersweet.

Of course she was happy that his dreams were no longer hopeless. But that also meant seeing him rush towards the danger she desperately wanted him to avoid. All because of a strange little spider bite that had almost taken him from her.

Speaking of the spider bite… it had done more than change him physically. Eyes that were once filled with wistful, longing glances were lively and bright in a way she hadn't seen for years. He didn't ramble as often about the things other people did.

Instead, he was always ready to chatter about all the things he did.

Sometimes he'd come home weary.

"Hi… Mom… I just went for a run… around Musutafu… a few times..."

Other times his mouth would be running a mile a minute.

"Hey, Mom! I jumped off of Bespi Tower! It was scary but so much fun and my web-shooters work and…"

Then there were times he didn't know what to think.

"A-A girl talked to me t-today! She was kinda mean but also kinda nice and p-pretty…"

Throughout all of this, one thing was clear:

He'd never been happier.

So who was she to judge what he was doing? Her baby boy had been giving his all to take advantage of the opportunity that landed in his lap. Supporting him throughout all this was the least she could do as his mother.

But try as she might, she couldn't shake the feeling that he was hiding something from her. Especially when his trainer, that Tobey Reilly fellow, came up in conversation. And then U.A. called to discuss the truth of his abilities with her…

It hurt to know that he was afraid of trusting her with something so sensitive. He wasn't one to hide something unless he had a good reason. Did he really think she'd hold it against him?

She'd done much crazier things when she was his age...

"Mom, is everything okay?" Izuku asked. The remnants of his third bowl of rice clung to his lips. "You've been staring at that fish for a while now."

"O-Oh! I'm fine! I'm fine! I was just lost in thought there…" The fried skin crinkled between her chopsticks. "Sorry to worry you, sweetie. How was your first day at school?"

"It was so nerve-wracking! My teacher gave us all a test right away and threatened to expel the person who was in last place." He paused to wolf down a few dumplings. "But I did really well, even better than Kacchan! I couldn't believe it either. He didn't like that, but that's when my teacher, the guy on the coffee brand I drink..."

The idea that Izuku would be risking his life every day still unnerved her. She'd seen the news reports. Today alone a Hero was brutally crippled by that bloodthirsty murderer, "Stain". She didn't want to imagine what would have happened if it was her son in that alleyway.

"I also think I made a few friends today! I mean, I don't want to jump to conclusions, but Sero-kun and Uraraka-san are nice. Jirou-san is also super cool. We hung out at a bubble tea shop and everything."

Inko smiled. "It sounds like you had a great day."

He beamed at her. "Yeah! U.A. is everything I imagined it would be."

He was taller than her now, and he'd only grown stronger after his transformation and all that training. Her little boy was growing up,

"Thank you for the food!" His smile turned bashful as he looked at the array of empty plates and bowls in front of him. "I'll get the dishes right after I finish my Quirk-"

She took him by the wrist. "It's alright, Izuku. I can handle this much."

"Mom…" He looked away like he always did when he felt guilty. "I'm so, so sorry for lying to you. It's just-"

"Izuku Midoriya, look at me." He stopped and stared at her with wide eyes. "It's okay. You already promised not to hide anything anymore, so there's no need to apologize."

"R-Right, but…"

"To be honest, I still don't like the idea of seeing you rush into danger every day. I don't think I'll ever stop worrying about you." She placed another hand over his. "But you're a young man now. This is your choice and I know this will make you happy. That's why I said I'll support you every step of the way."

She went to the closet and pulled out a paper bag she'd hidden just for this moment.

He wanted to be Spider-Man, and after today, she could see why.

Izuku saw so much of himself in Peter Parker. Both of them were outsiders relentlessly bullied by the world until their lives changed after the same event.

So she snuck a peek at his notebook while he slept, bought all the materials and did all the sowing herself. She was surprised to see someone else's handwriting in there, probably Tobey Reilly's, on a little sticky note that said, "No cape. Spider-Man doesn't wear a cape."

She'll let Izuku decide if he wants it.

"I hope you like this early birthday present."

She smiled as he took it into his hands, struggling to find the words to say.

No matter how much he grew up, no matter how much he changed, he would always be her baby boy.

* * *

 **Anything for a Top Story**

"This is such bullshit."

Ouka Oosawagi chewed on the end of her Cuban cigar as she leaned against the news van, breathing in the burning stick of tobacco in one corner of her mouth and letting out small puffs from the other. She knew that most of the other reporters and crew gave her strange looks for this, but she made them reconsider that with a fierce glare.

It was common for smokers in Japan to stick to cigarettes, but she wasn't like most. Her Quirk was, miraculously, a smoker's dream. A one-two punch of having dulled dopamine centers in the brain, meaning that she could never get 'hooked' like most, and an immunity to most forms of cancer. The latter was nice because Ouka had no intention of dying on a hospital bed with tubes coming out of her. Not so much with the former because if she really wanted to enjoy things they would have to be the strong stuff.

It also helped that she liked the taste.

 _"Thank god for Taiju's job, otherwise I would have to pay through the nose for these."_ Sometimes she felt guilty for staying out of the apartment and not seeing her husband until late at night. But the man clearly loved her and she loved him. He had gotten a wooden box of the cigars with her name carved into the lid for her birthday. She adored the thing and kept it right in her office for all to see.

'Well, we gotta do it." Her cameraman said as he smoked his own cigarette. "I mean, you heard the bosses. People are tired of getting reports about Heroes fighting Villains. They want something different. I mean, all these new Villains taking on old Western comic book character gimmicks... you gotta admit that's something."

"Yeah, I guess." She took out her cigar and tapped out the ash to her left. "What's so big about this vigilante, anyway? He's just a homeless guy dressing up like Spider-Man!" She pointed at her cameraman and said, "Look, it's a conspiracy Joey!"

"How many times do I need to tell you? It's Jonouchi."

She slammed her first into the van. "Those idiots upstairs want to cut down my viewers and push me into obscurity! Just because I can't get a decent word out of those U.A hardasses about All Might teaching there! At this rate they're going to make me go to that damn school and tell me I should've tried harder when I can't get an interview in with those condescending smiles of theirs!" Ouka put her cigar back in and chewed on the end. "Bastards."

It was hard being a reporter in this day and age, especially when you work for a network that reports exclusively on Hero-related news like the NHA. She was competing with six other reporters that all seemed to get the good stuff while she was running around this damn town trying to get anti-social Heroes and nervous kids to spill their guts. And now she was relegated to reporting on a crazy hobo!

 _"At this rate I could get kicked off the air! I need something juicy! A fresh take! Something that'll make everyone want to watch my segments and not that bitch Riko's!"_

"I-I've got your latte, Ma'am!" Ouka glanced up to see the new intern run to her holding a tray of coffee cups. He held out her a cup and she snatched it from his hand.

"Finally! I've been waiting on this for ten minutes!" She glanced at her cigar and saw that it was mostly spent. She reached into her pants pocket and took out her disk-shaped ash-eliminating eTray before placing the butts into them. When she shut it, the disk beeped a few times as smoke came from the edges before it stopped. Opening it to make sure that everything was disintegrated, she nodded to the intern. "Honestly kid, you need to step up our game if you wanna go into this business! What are we even payin' you for if you're going to drag your feet like this!?"

"I-I don't get paid, Oosawagi-san."

Ignoring that bit of lip, Ouka drank her coffee. Good, two non-fat sweeteners, skim milk, a hint of vanilla, and a small sprinkling of cinnamon. Just the way she liked it. She glanced at her watch. "Well, we might as well get started on this shit."

With a nod, Joey followed her until they were in front of the corner store that had its windows smashed open. The cops were trying to bring down an idiot in a set of tuxedo-bunnysuit fetish gear who was hanging on a web underneath a lamppost. As Joey checked on the camera and Ouka tested her microphone for feedback, she began to think.

 _"Always with these stupid assignments. I never get the important interviews. Why couldn't that damn Spider-Guy throw me a bone and stick around so I could ask him a few questions? Questions like if he's only fighting these guys because they're Spider-Man vil-."_

That's it! That was what she needed to truly get her career off the ground!

"We're rolling in five... four..."

Ouka stood straight and smoothed her outfit. She smiled at the camera as she fixed her hair slightly, mentally reviewing how she would be able to get away with this.

 _"My contract allows me to have a minute or two of personal opinion on my reports, so long as I don't try to pass them off as fact. Sure, they can give me some lip about it but I just need to point that out and they'll shut up!"_

"Two..." Joey then held out his index finger and she began her report.

"Hello, this is Ouka Oosawagi reporting to you live from Nabuni Avenue where, just an hour ago, an attempted robbery by a woman taking on the identity of the comic book supervillain White Rabbit was foiled by a Vigilante known as Spider-Man." She allowed her face to become hard and serious, but not enough to scrunch up her good looks. "However, this reporter has to ask: with all these Spider-Man villains and the vigilante dressing as him stopping them... is it possible they could be working hand in hand?"

She tried hard not to laugh when Joey gave her a look of bewilderment while the intern's jaw hit the floor.

 _"Oh sure, most people will think this is bullshit... but many won't. Hell, a lot of them would think it's kinda fishy, and they'll watch this just to have those feelings said aloud by someone on the news!"_

It also helped that most people were suspicious about Vigilantes on principle, since they were technically Villains.

Normally they would just be harmless troublemakers. But with the appearance of Mysterio and all these copycats, people would be nervous about the homeless Spider-Guy suddenly swinging around seeming to stop them like it was no big deal.

 _"That Spider-Man guy doesn't want to wait for an interview so I can make him famous? Fine! Then I'll make him INFAMOUS!"_

Lets see that bitch Riko top _this_!

* * *

 **Note: Yo everyone! It's TIM here with a new chapter that's been cleaned and polished by reppuzan, who kindly enough wrote a snippet for Izuku's birthday that I just had to include here along with one about Izuku's version of Jolly J!**

 **This chapter was a lot of fun to write, especially since I got to write how Izuku and Bakugou were adjusting to a new school. Izuku's having an easy time while Bakugou is trying to not realize that his time on top of the totem pole has ended. He was a big shot in middle school sure, but now he's in a school of big shots.**

 **I also had a bit of fun with writing where Disney was in this world, because their attempts at constantly extending the public domain and keeping tons of works out of the hands of the 'masses' for free has come to an end. But like a petty asshole, it's gone through leaps and bounds to make their former properties 'public domain but not really'. Seriously, while lots of great works have come from Disney as a company they suck ass. You should see the story where they denied a father from putting Spider-Man on his son's tombstone, who loved the character.**

 **And I was able to poke some fun at The Boys, a Garth Ennis comic which got an adaptation recently. The comic itself is basically a sixty issue long bashfic on Superheroes filled with strawmen that you shouldn't read, but don't worry because the Amazon Prime original is a lot better and scoops out a lot of the unnecessary crap. But I just wanted to have Jirou point out... well, that the Boys might as well be wearing tights because they already look like they were rejected from the Matrix set. "Modern" costumes are basically just another iteration of a supersuit, and anyone who tells you otherwise is lying to themselves.**

 **Anyways, please be sure to leave this fic a review and to check out the TV Tropes page!**

 **Until next time, folks!**


	11. Issue 10 - Bakugou Strikes Back!

"So… this is the bomb." Momo Yaoyorozu placed her hand on the side, feeling the painted prop that looked like a cartoonist's idea of a nuke. "It's made of paper mache."

It made sense. It was something that the school could create quickly and in great quantity, and it wouldn't be expensive to replace should the 'bomb' be damaged. _"As is this building…"_ It was entirely made of concrete, completely reusable thanks to advances in construction. She wouldn't be surprised if U.A had the machine on-site for repairs after this exercise was done. While Cementoss was part of U.A's facility, it would be impossible for him to do all the repair work.

"I'm going out." Momo turned her attention back to her partner who was already walking towards the door, his hands clenched into fists.

"What?" Her question was met with an annoyed look from Katsuki Bakugou when he glanced at her over his left shoulder.

"Are you deaf!? I said I'm heading out!"

Momo took another second to process the sheer _venom_ in her classmate's voice. Not to mention the fact that this was their first conversation in the first two days of school. "You can't!" She shouted, her arms crossed as she caught up to him. She circled around him and blocked his path. "We need to discuss our strategy for dealing with the opposing team and defending the bomb."

"What the hell is there to discuss!? I'm going down to kick Deku's fuckin' ass, and that's all there is to it!" He tried to shove her out of his way, but she did not budge. Despite Bakugou's strength, she was taller than him and had trained to stand her ground against larger men. "Out of my fucking way, Ponytail!"

Momo pursed her lips. She would be the first to admit that she wasn't the most social person. Her upbringing had kept her from becoming acquainted with many people her age. But she liked to think that she was kind, understanding, task-oriented, and someone who tried her best to get along with everyone.

All of which were things the boy in front of her clearly wasn't.

 _"This is going to be difficult…"_

She had gotten a glimpse at Bakugou's personality during Aizawa's test. He had responded… poorly to his placement in the exam, but focused all his ire on Midoriya. She could piece together that they had a history, but she thought that Bakugou was simply upset that he hadn't gotten the score he thought he deserved,

"Did you forget the purpose of this exercise? What our goal is as the Villains?" She asked. It was difficult to hide her own disdain for his attitude. "We are here to defend the bomb…"

"I know that! I was listenin' to the same shitty explanation as you, so don't think you're the…" The explosive teen shoved a finger in front of her face, his teeth bared like a wild animal.

She lightly swatted it away and placed her hands on her hips. "Then you must know that if you go out there on your own without a solid plan, I will be forced to defend the bomb on my own! If we work together, we can fight off the other team and make sure they do not reach the one thing that will earn them victory!"

He stared at her for a second, his glare deepening. "Don't think you can tell me what you can do with your high an' mighty bullshit, Ponytail!"

Momo took a step back. "E-Excuse me?"

"You think I can't tell what you're thinkin'!? How you act like you're so much smarter than me!? I see how ya act in class with that smug look on your face whenever you answer a question!" Bakugou circled around her. "You were probably hot shit at your stuck-up school, but here you're just another extra! I don't give a shit what you think is best! I'm going to beat the shit out of Deku and rub it into his face how he's nothing compared to me!"

 _"He's more concerned with a personal vendetta over winning the exercise?"_ It was mind-boggling. It missed the entire point of the Heroes vs. Villains fight. Not only was Bakugou failing to get into character, but he was losing sight of the very thing he should be defending. To add insult to injury, he was completely abandoning his partner, which was both poor sportsmanship and a huge mistake in their future career as Heroes.

 _"Not only that, but… Is that what everyone thinks of me?"_ Momo never wanted to make anyone think she was cold, or that she thought she was better than everyone. It was the last thing on her mind. She was even hoping she could make some friends amongst her classmates.

To hear this from Bakugou was… disheartening.

 _"No, I can't focus on that. Not now. Focus on the mission, and you can think all about that later."_ Shaking her head, Momo turned to face Bakugou as he threw open the door. "If you're insistent on going out there, make sure you remember Midoriya-san isn't your only opponent. Jirou-san is too, and if you focus solely on him then she will be free to advance here and potentially capture the bomb."

Bakugou paused for a second, but did not turn to face her. "I know that! But you wouldn't be in this school if you were worthless. You can stop her on your own and you don't need me to do all this shit for you, Ponytail!" With that, Bakugou slammed the door behind him.

She rubbed her temples, cursing for the upteenth time that it was illegal to make ibuprofen with her Quirk. _"I'm not team leader or anything, so I can't force him to stop. It's still frustrating, though."_

Katsuki Bakugou had to be one of the most infuriating boys she had ever met. He was rude, belligerent, prone to violence, and seemed to go out of his way to include a curse in every other sentence.

But she could tell, on some level, that Bakugou was confident in her abilities should Jirou slip past him. He was also smart and powerful, and had the class participation and the score on the Quirk Evaluation Exam to prove that.

She thought about Izuku Midoriya, the boy who had a good grasp on English and came close to making it in the first place. _"He will probably be a formidable opponent… but I do not envy him right now."_

Momo couldn't say she approved of his costume choice either. _"Spider-Man? Really?"_ However, it did provide a clue to what his Quirk was. Aside from the impressive feats of physical prowess, he could likely crawl on walls. _"Those webs he shot out will also be a problem…"_

She looked around, taking note of the three windows that were on the far end, the single door behind her that led to the hallways, and the four concrete pillars.

 _"Alright. I can work with this… However, I will have to secure the bomb and windows before working on the hallway."_

She checked her pouches to confirm that the energy bars she ordered were inside.

Momo intertwined her fingers and stretched her arms out, cracking her knuckles all at once.

'Time to get to work."

* * *

 _"Well..."_ Toshinori thought to himself. He maintained his grin as he watched Bakugou soundlessly slam the door behind him on the monitor. _"Things are off to a fine start."_

He and his students had arrived at the monitoring room only a few minutes after separating from the competing teams. It was not far, merely a block away from the designated combat zone. After checking to make sure everything was in order, he had given the command for both teams to start.

He had expected the usual routine from both teams: a few minutes discussing Quirks and quickly going over a basic strategy. Midoriya and Jirou were doing just that before they entered the building through the front entrance as instructed.

Bakugou on the other hand...

 _"As I thought. A loner type."_

There were Heroes that preferred working alone unless directly ordered to or if it's absolutely necessary. Some Heroes even worked better that way. Their Quirks either being too destructive to risk harming their partner or too specialized to be of any use outside of their niche. Endeavor was the former, while Aizawa was the latter.

Bakugou appeared to be the type who thought they didn't need help.

 _"I knew he was going to be a handful, but this...?"_

"Man, looks like he and Yaoyorozu aren't going to be working together." He glanced back at Kaminari, the blond teenager frowning as he stared at the monitors. "I don't know about you guys, but that's kinda a dumb move."

"It is indeed foolish, and a blatant disregard of the spirit of the exercise!" Iida's right hand went up and down in a chopping motion as he continued. "I would understand if it was a mutually agreed upon course of action, but clearly Bakugou-kun would have done it with or without Yaoyorozu-kun's approval!"

"Yeah..." Tsuyu placed her finger on her chin. "He's probably going straight for Midoriya-chan right now."

The students began to mutter their agreements to the frog-like girl's assessment, Toshinori's jaw clenched. _"Aizawa had told me about Bakugou's outburst and how he targeted Midoriya specifically, but I had no idea it was this serious!"_ The explosive teen obviously had immense pride in himself, so it was likely that Midoriya had slighted Bakugou by managing to score higher than him. _"No, it has to be something more."_

There was a spark in Bakugou's eyes, something that suggested there was more to this than Midoriya beating him in one test.

"I wish we could hear what they were saying..." Uraraka muttered, her fingers intertwined and her thumbs pressing against one another. "It feels a bit creepy just watching them on the screens."

"Yeah! I wanna hear Midoriya and Bakugou's fiery speeches when they finally face off against one another. Stuff like that makes a fight ten times more manly!" Kirishima slammed his right fist into his left palm, grinning in joy. However, Toshinori's keen eyes could see a slight twitch of uncertainty. Despite his bravado, Bakugou's act had put the redhead on edge.

 _"While it's fine to enjoy a good fight between bitter rivals in theory, in reality..."_

The reason why the students could not hear what was happening was simple. Placing microphones in every room would not only be expensive, but impractical because of how often they needed to be replaced. Not to mention the noise would become unbearable when the battle reached a fever pitch.

This is why only the competing students had microphones attached to their earpieces. It allowed Toshinori to listen in on the battle without the cacophony of overlapping sounds. Then he could issue orders or instructions with the push of a button without the observing students' running commentary to drown them out.

"Now, now..." Toshinori decided it was a good time to grab his students' attention and silence the gossip. "Indeed, Young Bakugou's actions are not ideal, but now is not the time to discuss such things. For now, we must observe! Will our hot-headed Villain be able to track down our Heroes!? Will his companion be able to fortify the defenses for their bomb!? Or do our Heroes have something in mind that will leave these two's jaws agape!?"

That did the trick, and the commentary on Bakugou died down to wonder. They all watched as Jirou stabbed one of her headphone jacks into the right wall while Midoriya waited behind her. On another monitor, Yaoyorozu finished drilling metal holders into the walls by the windows. She opened her top slightly, thankfully out of camera view, before the tip of a heavy metal bar came out.

 _"Now then... how will this play out?"_

* * *

Kyouka frowned as she covered her right ear, listening carefully to the vibrations of the building. _"Is Yaoyorozu building something?"_ She could 'hear' the distinct sound of drilling and metal hitting metal, Yaoyorozu only moving a foot or two before the vibrations of another metal object being put on a metal shelf came to her.

"Seems like Yaoyorozu's boarding up the door." She turned to Midoriya. "Or one of the windows. It's kinda hard to tell the difference."

She watched his giant 'eyes' narrow, which she could only guess meant he was furrowing his brow underneath the mask. _"Kinda cool. It would be creepy if they stayed the same all the time. Wouldn't be able to tell what he was thinking."_

"I-It's amazing that you can tell that much with your Quirk!" His lips pursed in thought. "But… you can't tell which she's doing?"

Kyouka sighed. "No. I can get a general idea of what's happening. The number of people in the room and where they are, but there are things I can't tell. I wouldn't know what they're carrying on them, the general layout of a room, and ordinarily it would be hard to pin down what floor they are on in a multi-story building like this."

"Ordinarily?"

"Yeah. Yaoyorozu's using drills and stuff so it makes things easier on me. She's on the fourth floor on the northeast side."

It was a common misconception people had when hearing about her Quirk. They thought she could see in her head a room like that devil guy from that old show, but that wasn't the case. She got a general idea of where people or objects were from the sounds of their footsteps and their heartbeats, but she had no way to pinpoint things that were perfectly still.

"I see…" Midoriya began to mumble to himself. "While Yaoyorozu's use of heavy equipment in the room helps to pinpoint her location, it still doesn't give a clear picture because of the distance. In order for you to get a better idea of what she's doing, we would probably have to go up another floor or two."

"Midoriya…"

"Buildings with multiple floors hinder your Quirk a bit, so that means your Quirk can only pick up vibrations and not enhance them…"

"Midoriya…!"

"Still, a Quirk like that is ideal for espionage and reconnaissance. Villains can't be completely quiet since even the slightest movement can…"

Kyouka grabbed his arm and brought him closer to her, making him gasp. "Dude, it's nice that you think my Quirk is cool and all, but you can think about the specifics when we aren't on the clock here with your buddy out to pound you to a pulp."

 _"I know it's harsh, Midoriya, but we've got to keep our eyes on the prize."_

She didn't want to chastise the guy, since his observations were endearing, but she saw how Bakugou acted just a few minutes ago. He had murder in his eyes and the way he was stomping and flinging doors open across the fourth floor said he wasn't screwing around.

 _"This sucks. This shouldn't be as serious as the guy is making it. But this is happening if we can't figure out a way to wrap up the exercise as soon as possible."_

It was embarrassing. She knew that All Might would likely end the exercise if Bakugou tried anything serious, but a part of her couldn't help but feel alarmed and even a bit scared. It was crazy since she was training to take on actual criminals, but…

 _"Maybe I'm just scared for Midoriya. Scared enough for the both of us."_

He looked down once she let go of him, perhaps a bit ashamed from going on a tangent. "S-Sorry, Jirou-san…"

"Look, it's cool. This is supposed to be a training exercise, but Bakugou's stunt outside put me on edge." She took out her jack from the wall and motioned him to follow. "Come on. There's a room at the end of the right hallway with a window. We can open the window there and you can climb to see what Yaoyorozu's doing."

They began running down the hallway, unconcerned with the amount of noise they were making. Unless Bakugou suddenly developed her Quirk, he wasn't going to hear them three stories up.

"He's not going to do anything bad, you know."

Kyouka gave Midoriya a look. "You sound confident, considering how he tried to jump you at Aizawa's exam."

Even though his mask covered the top half of his face, she could tell Midoriya was blushing. "Yeah… but that's just how he is." They stopped in front of the window and Jirou tried to push it up. After a few seconds of effort, she stopped and shook her hands to bring feeling back into them. "Kacchan… for most of our lives, was always the one on top. He was the most athletic, had the best grades, and an amazing Quirk… When he ran into a problem, he beat it. That included… that included me."

Midoriya placed his hands on the bottom of the frame and pushed up. In one smooth motion, the window opened in a shower of dust and the crack of glass hitting the frame.

"Then I finally got my Quirk, and…"

"And he didn't like that the weak kid finally managed to outshine him." She frowned. Bakugou was sounding like an even bigger asshole than she initially pegged him for.

"Yeah. He wants this fight to settle things once and for all." He began climbing out the window, placing his feet on the outside wall just below the frame. "But he also wants to be a Hero more than anything, and he won't risk looking bad just to beat me up."

 _"So much drama between these two…"_ Two kids, a bully and his former tormentee, go to the same school and both want to be Heroes? It was like something from a manga. _"What's even freakier is his acceptance of it."_ She expected him to sound bitter about his situation, but this calm matter-of-fact rundown of his relationship was eerie.

"Look, I can't tell you how to make your relationships work, but now isn't the time to settle things with him just because the guy's looking for a fight." She pointed at Izuku as he got his entire body out the window, twisted it to the left, and was now on all fours looking at her over his left shoulder. Kyouka poked her head out the window so he could hear her. 'We're here to win this thing, not to give the guy peace of mind. If we can get to the bomb and end this thing, we do it. If we have to fight Bakugou, we hit him hard and end it fast."

She saw the frown forming on his face and his eyes drooping slightly. _"Great job, Kyouka. You managed to depress your teammate."_

Her old childhood friends had told her she was sometimes too blunt with them. She'd hurt their feelings with a smart remark and not even realize it until they told her. But she had been trying to change that in order to make new friends rather than relying on the company of old ones.

 _"Damn it. It's just so difficult."_

"Look, Midoriya… I just don't want to see you hurt because Bakugou's got a grudge, alright? I'm not trying to be mean, but…"

"I know." Midoriya's response made her blink. She got another good look at his face and saw his eyes were narrowed and his lips were pressed into a determined line. "Jirou-san, I don't want to fight Kacchan. I don't want to drag you into what we've got going on between us. But… if I don't do something, it's just going to get worse. He'll get angrier and angrier until he does something he'll regret."

 _"Yeah, that sounds about right."_ A guy like Bakugou would blow his top sooner or later. "But you shouldn't do this just for him. He's not worth it."

"He is." The determination in Midoriya's voice shocked her a bit. In fact, when was the last time he had stuttered in their conversation? "And besides… I'm not doing this just for him." He began crawling up the wall like a spider, taking extra care to avoid the windows. "I'm also doing it for me."

"Guys and their pride… I guess the boneheaded stuff isn't just a cliché in fiction." Kyouka leaned against the wall next to the window and crossed her arms. She embedded her jack in the wall to keep track of Midoriya, Bakugou's progress, and Yaoyorozu's activities while keeping an eye on the door behind her.

Better to be safe than sorry.

"I hope you know what you're doing, Midoriya."

* * *

 _"Oh man, I hope I know what I'm doing."_

Izuku frowned as he crawled past the second floor's windows. Thankfully, the shade was on his side of the building so the concrete was nice and cool. He had gotten more than enough blisters and burns from crawling up and down Jakuri Park last summer. _"This suit is amazing, but maybe they should've put in some sort of barrier between me and the surface other than the fabric."_

The suit was temperature controlled so he wouldn't be drowning in his own sweat, but the Support Department had decided that he needed to feel his surroundings. It helped keep him aware of what he was crawling on or holding, but he would have preferred if there was some kind of warning in his HUD about touching an extremely hot surface instead of feeling it.

Ordinarily this wouldn't be such a big deal, but Izuku's mind was jumping from one thing to another to avoid thinking about the big one.

 _"I'm really going to do it, aren't I? It didn't even seem real until I said it out loud."_ He sounded so confident, so sure of himself. He didn't even stutter! _"But where the heck is all that confidence now? I would be shaking if I wasn't crawling here."_

Despite his desire to settle things with Bakugou, Izuku was terrified. Why wouldn't he be? "I trained with Peter for ten months while Kacchan has honed his skills for most of his life. I know a lot of his moves but it won't take Kacchan long to figure out mine. I need to think of something…"

He stopped just as he past the third floor's windows, he stopped in place and looked down. _"I know I can beat him. I'm stronger than him, and all my abilities will surprise him. But will beating him actually solve anything?_ "

Izuku's mind briefly honed on a distant memory, a conversation he had with Bakugou as they romped through the woods to find beetles.

 _"Wow, you're so lucky! Your Quirk is amazing, Kacchan! When I get mine, I hope it'll be just as cool!"_

 _"Whatever, Deku. No matter what power you get, you'll never be able to beat me."_

Izuku took his left hand off the concrete and clenched it. _"It has to. Kacchan won't accept that I'm his equal if I don't beat him here, and I won't surpass him if I keep doubting myself!"_

With a firm nod, he crawled below the fourth floor windows and peeped inside from the corners of each. _"Okay, Jirou-san said that Yaoyorozu-san was in the northeast part of the building. I need to keep moving to the right and I should find her eventually."_

After several peeks into barren rooms, Izuku found the one he was looking for.

Three adjacent windows were boarded up by thick steel bars that cast a distorted reflection of his face. He couldn't get a good look inside no matter how he positioned himself around the window, but this was definitely the place.

 _"Well, looks like Jirou-san was right about the windows."_ He could also hear the muffled sounds of more drilling, so she was probably boarding up the door too. _"Okay, I could probably break through these and get inside without a problem. If I just carry… Jirou…"_

Jirou, hanging from his back with her arms around him... Her body pressing against his, her breath tickling his neck… feeling everything through his costume...

He could already feel his face turn hot along with some other embarrassing reactions to the image. _"N-No! Come on, keep it together and stop thinking like that! This is supposed to be an exercise, remember!?"_ Izuku bit his lip. Oh great, now he was remembering how Uraraka felt and how skintight her costume was! " _Come on! Just do the exercises Peter taught you! Uh… All Might giving a heroic speech! Mom kissing Dad! The principal in a bikini!"_

After a few seconds of those going through his head, Izuku calmed down enough to begin making his trip back. _"Man... that was so embarrassing…"_

Now he knew why most male superheroes wore some form of groin protection.

As he turned his body down to begin crawling past the right side of a third-floor window, he felt his Spider-Sense tingle. _"Crap!"_ He pushed up and stood on the wall, well out of sight should anyone peek through the window and look to the right.

On cue, he could hear a door open from the room behind the window. _"Kacchan… He's already gotten to the third floor."_

He stood still for several seconds, hearing Bakugou mutter curses to himself before he saw the window open in slow motion. _"Think fast, Izuku!"_ Taking his own advice, Izuku held his breath and leaned back.

Static filled his ears and Izuku fell through the building. He spun back, his eyes catching a room on the fourth floor before he fell. A low throb of his Spider-Sense told him that canceling the ability would be a bad idea. His left eye could see Bakugou in one room looking out the window while his right saw a filled broom closet.

 _"Please let the next floor have an open room!"_ His world was spinning, his body was fading in and out while his stomach was throwing a fit for daring to do it again. _"Please!"_

But it did not. His Spider-Sense continued to throb as he passed between two second floor rooms, and Izuku could feel the bile begin to rise in his throat. _"Not yet… Not yet!"_ He hugged his knees to his chest. _"Come on… come on!"_

Seconds stretched on to hours, but Izuku felt his Spider-Sense cease its low throb. At that moment, Izuku released his body and landed his feet onto the ground. _"M-Made…"_ Vertigo set in. He stumbled until he caught himself on an adjacent wall.

He couldn't hold it in anymore and threw up.

As he finished wiping the sour taste of bile from his mouth, Jirou flung open the door. "Midoriya!" She ran to him and placed her hand on his shoulder, "Jesus, are you okay!?"

"I-I'm fi-!" Izuku felt something rise and turned his head away. When all that came out was a sick burp, he continued. "F-f-fine... Just… the phasing takes a lot out of me."

"Yeah, I can see that. One minute I hear vibrations like someone turned on a broken TV with static that got louder and louder, the next I hear you puking." If her face was any indication, he must have looked as green as his costume. "You gonna be okay?"

"J-just need a second…" After a few wheezes, he turned to Jirou. "Okay, I'm good. I… I couldn't see what Yaoyorozu-san was doing. She boarded up the windows, and I think she's starting to barricade the door.'

Jirou grimaced. "Damn. That means we'll have to bust them to get in there from outside." She tapped her chin. "Unless… can you do that phasing thing again, but with the both of us? I mean, if it makes you do this we don't have to."

He shook his head. "We can't. Because… well, if I used my Quirk to get in with you, I'd be fine but you'd be…" Crap, how did Peter put it? "...Cronenberged?"

She stared at him with wide eyes before looking away out of shock and a tiny bit of sick fear. "Uh… wow. Man, forget it then." Jirou paced the room, scratching the back of her head. "Okay, so if we try to take on Yaoyorozu first, we'll make a ton of noise no matter what. I could hear Bakugou on the third floor, so he'll hear whatever noise we make and we'll have to deal with that asshole in a matter of seconds."

"So taking down Kacchan will have to be our primary objective before getting the bomb."

Jirou gave him a look at that and Izuku could not help but feel guilty. _"I'm dragging Jirou-san into this…"_ Hell, he was practically leading her on to being okay with the fight so long as it helped achieve their objective! _"I really am the worst…"_

"Yeah, I guess so." Jirou placed her hands on her hips. "Midoriya… do you seriously want to settle things with Bakugou?"

"Yes."

She remained silent for a few seconds. When she finally said something, her voice was brimming with exasperation. "Good grief… fine. We can take out Bakugou before dealing with Yaoyorozu. However…" She pointed to him. "We aren't starting a full-blown fight. I want us to do something that'll take him out hard and fast. And besides… for a guy so obsessed with winning, he can't be pissed at you if you get the drop on him fair and square."

 _"Figures she would still want to avoid a fight."_ But it made sense. Jirou didn't know their history so she would see their fight as a needless risk. She wasn't crazy about him getting hurt either. _"Kacchan probably won't be thrilled by a sneak attack."_

Then again, would the guy with a Quirk as powerful as his have any right to complain about the two of them using any means to win?

"Okay… so what do you have in mind, Jirou-san?"

When Izuku saw the smirk on her lips, he suddenly became very afraid.

* * *

Bakugou tore open another door, nearly snapping the hinges clean off when it slammed against the wall. All he found inside was another broom closet filled with mops of all things.

But no Deku.

"Damn it, damn it…"

Bakugou gnashed his teeth as he stomped to the one adjacent to it. It was empty aside from boxes and oil drums. He took a quick look around to make sure the damn nerd wasn't hanging from the ceiling or walls.

Still, no Deku.

"Damn it… damn it…!"

He rushed over to the nearest window and flung it open. He thrust his head up looking left to right, up and down.

But there was nothing.

Still, no _fucking **Deku!**_

He left the room after slamming the window shut, stopping in front of the door.

He took a deep breath.

"GOD FUCKING DAMN IT! WHERE THE FUCK ARE YOU, DEKU!?"

He had been going from door to door like an idiot trying to find the nerd. Deku had been avoiding him for the past few months and his costume made Bakugou understand why. On top of his stupid strength and that phasing ability, he could climb up walls!

 _"He was hiding all this time, watching me while I whipped my head around looking for him! Bet it was real fucking funny to you too, Deku!"_

If Deku wanted to win the exercise, he would climb up the exterior walls with his partner and get to Ponytail. But since they didn't know where she or the bomb was, they would be searching room by room.

 _"It would be just like him to weasel his way out of the fight. Again!"_ Well, he'd be damned if he let himself get tricked one more time! He would scour every fucking part of this stupid building for Deku, and he didn't need a goddamn map to keep track of where he had been to do it! _"I'll do it myself, and when I do he will know that I was the fuckin' one to put him down! Me! I don't need any…"_

A memory flickered in his head, of him falling into the river. He was fine, just a bit wet and not even hurt. The extras knew he didn't need them, as they should. They were to be seen basking in his greatness and nothing more.

All except Deku.

 _"Hey… Kacchan? You okay?"_

Standing over him, hand outstretched with that goddamn look of concern on his face. The one that masked the sneering, laughing face hiding beneath!

 _"Fucking Dek-"_

Bakugou blinked when he saw Deku's partner, Headphones, crossing the hallway with her eyes darting from side to side. _"She and Deku must've split up to do recon on the floors. Which means…"_

Her eyes widened when they landed on him. "Oh…"

"Well, well, well…" He grinned like a hungry beast who had just found its prey. 'Look what we've got here!"

She turned on her heel and ran back the way she came, but he wasn't going to let her get away.

"Like you can run from me, Headphones!" He jumped and let the explosions pop off of his palms, propelling him forward. "Blast Rush Turbo!"

He could have just run after Headphones and pin her down, but that give her the chance to mount up some useless defense. He wasn't going to take his time with her. No, she was small fry. Deku was the main prize, and she would lead Bakugou right to him!

When he reached the end of the hallway he cut off the explosion and brought his feet up. Using the wall as a springboard, he pounced on Headphones who was only a couple of feet away.

His grin grew wider as she seemed to comprehend how utterly _fucked_ she was. He raised his left arm, setting off a series of miniature explosions to carry it towards his fleeing victim. "YOU'RE MI-!"

Headphones planted her feet on the ground. Skidding a bit, she turned to face him with her elbows bent and her fists clenched in front of her face.

 _"What the fuck!? She's a boxer!?"_

At the speed he was going and the distance between them, it was too late to try and switch up his attack. Hell, his arm was already coming in on her!

 _"I'll just have to commit and turn up the heat!"_

The small bursts turned into one giant polonium of flame and smoke, but to his astonishment he missed. Headphones had avoided it by taking a step forward and moving slightly to his left. It was as if she had…

 _"How the hell did she know I would lead with the right!?"_

It was too late to come to any sort of conclusion. Headphone's right fist crashed into the bottom of his jaw.

* * *

"Oh man, that's gotta smart." Sero said from behind Toshinori. He could see from the corner of his eye that the young man was wincing at the sight.

 _"Yes, it's certainly going to bruise."_ No matter how much weight Jirou put behind her blow, Bakugou's speed ensured he would feel it. But it would not be enough to put him out of the game.

"Yeah, but you've gotta admit it's pretty cool!" Uraraka thrust out her right fist in an imitation of a boxer's jab. "I had no idea Jirou-san was a boxer! She never told us."

"It is quite possible that she only had a few lessons." The blond Masahirao Ojiro rubbed his chin in thought. "Weren't there a few Hero Prep courses that provided short combat training sections in their lessons?"

"Huh? Seriously!?" Uraraka's jaw dropped as she turned around.

Aoyama flicked his hair. " _Oui_! Indeed, _mademoiselle_. Even if such acts are unbecoming of a hero as dazzling as myself, they are useful if you're in a bit of a pinch."

"Didn't you have them too?" Koda asked, his eyebrow raised.

Uraraka laughed nervously and looked to the side. "W-Well… I was gonna… B-But… the ones near me were kinda pricey..."

 _"Ah, I see."_ Those Hero Prep courses usually required the cash upfront for parents who supported their children's chosen career and wanted to give them an extra edge. The market was full of them, most of varying degrees of usefulness. Only a few were U.A approved, and they were out of the price range of lower income families. _"If they were more affordable, we could have even more Heroes in society. But the costs of this school and human greed are too great to allow that."_

Kirishima spoke before anyone could press Uraraka's financial status further. "Hey, I dunno about you guys but I think it's freakin' awesome! I mean, Jirou's one manly chick in my book for landing an uppercut on someone like Bakugou!"

"You better hope she doesn't learn you said that, Kirishima-chan," said Asui. Kirishima looked away, his cheeks turning as red as his hair.

Despite their banter, Toshinori kept his eyes on the screen. The Hero team was now making their move on an unsuspecting Bakugou. _"Time to see if they can pull it off."_

* * *

It didn't hurt nearly as much as she probably intended, but he reflexively bit down on his tongue. He rolled with the punch, killing his momentum but keeping the blow from rattling his brain.

Headphones stepped to his left as he crashed down on the floor, spitting out a solution of saliva and blood.

She hit him.

She fucking _punched_ him!

Sound hit his eardrums, shaking the floor and his body with each passing second. It felt like daggers were being dug into his eardrums, and even though he covered them the sound still went through!

 _BADUMBADUMBADUMBADUM!_

 _"How the hell is she doing this!? Headphones are supposed to take in sound, not do shit like this!"_ Struggling, he brought his head up to see that she was on one knee. Her left jack was plugged into the black rectangles over her shins. _"Damn it! Those are speakers! They're amplifying the sound of her fucking heartbeat!"_

There was only one way to stop this.

He flung his arm out, ignoring the lance of pain in his now uncovered ear. The sweat glistened as it traveled through the air towards Headphones, but she already unplugged her speakers and dived out of the path of the ball of flame and force.

He shook his head, trying desperately to get the ringing out of his ears. Everything seemed muffled, like that one time he pushed a Q-tip into his ear too far and the wax got into the canal. It sucked for a good three days before he was able to get that shit out.

But he could still hear her.

"Just like Midoriya said. You always lead with your right." She turned on her heel and ran to the open stairway. "Thanks for being a predictable idiot, Bakugou!"

Something in him _snapped_.

"YOU BITCH!" Bakugou got onto his feet and ran to her. He didn't care enough to use Blast Rush Turbo again. He was going to make her pay for that punch along with the ringing in his ears. Then he'll make her squeal about how much that fucking nerd talked about him. "GET BACK HERE!"

She turned her head to him, pulled down her left eyelid with her middle finger, and stuck out her tongue.

He howled with rage as he closed the distance between them. He was right behind her by ten feet. Made sense, really. She couldn't hope to outrun someone who was always first in track until Deku decided to stop faking it. She ran towards the stairwell and leapt down the steps, landing with a crouch at the bottom, and ran to her right to repeat the process.

Bakugou didn't bother with all that useless shit and grabbed the railing to his right. With a jump and twist of his body, he was already falling right on top of Headphones as she landed by the entrance to the second floor.

"Was this all part of your big plan, Headphones!?" He laughed aloud, ignoring the coppery taste of his own blood that trickled down his chin.

She turned her head and smirked.

"Yup!"

Bakugou felt something like a sixth sense come over him. Everything seemed to slow as he looked to his right.

Deku had been sitting on the underside of the stairs Bakugou had just leapt over with his back to the concrete. His stupid-ass white eyes were glaring at him and his left hand was pointed towards him.

The middle and ring finger descended on his palm.

"YOU FU-!"

Bakugou screamed as white liquid hit him, breaking his descent. He fell to the floor, missing Headphones completely before his right foot was webbed to it. Deku was now standing upside down as he launched webs at him with both hands. _"The hell is this stuff!?"_ He reached for the shit that was on his chest only to find his right hand stuck onto there. It was as if the damn thing had been bathed with sticky glue! "SHIT!"

Before he knew it, Bakugou was pinned to the wall, his entire body covered with webs save for his face. He frothed at the mouth while thrashing about in his restraints. "Deku! You fucking bastard! You set up a goddamn trap!?"

"T-That's right!" With a leap and a twirl like the fucking showoff he really was, Deku was standing besides Headphones. She dusted her knees off and shook her legs with that damn smug expression on her face. "I knew that if I faced you, you would've dragged the fight out and won."

"Oh please, it wasn't all your idea, Midoriya." Headphones rolled her eyes. "You told me he was obsessed with the idea of taking you down, so I used that to lead him right here. Kinda hard to see when you're pissed at the girl who managed to get a hit in, right Bakugou?

"Don't act like you know me, you bitch!" He was pissed. Pissed at Headphones for being so goddamn smug on getting the drop on him, pissed at himself for falling for it… and most of all, pissed at Deku.

"C-Come on Jirou-san, don't act like that. It's not good sportsmanship." Deku protested. Headphones waved him off.

"Please, like he could talk. Calling people 'Deku', 'Headphones', or as he eloquently called me, bitch." She sized him up, a bemused curiosity filling her eyes. "Seriously, what are you? Four?"

"FUCK YOU!"

"Come on, Midoriya." Headphones began walking up the steps, ignoring him entirely. "Let's get to Yaoyorozu. I think we've still got about ten minutes before the exercise ends."

"Hey, don't you ignore me!" Bakugou tried to pull himself free, but the damn webs were like liquid rubber. When he tried to escape they snapped him right back into place. He could barely even move his hands! "Goddamn it! Get me out of here so I can beat you properly!"

"Kacchan… please, stop."

He blinked in surprise and turned to Deku, who was standing there solemnly. "What did you say, Deku?"

"We beat you, alright! We did it fair and square, and I used the things I learned from you to do it!" Deku was glaring at him. "I know you said it dozens of times… how I was weak and useless… you gave me the name Deku just to rub it in too!"

"Midoriya, now really isn't the time t-."

Deku ignored Headphones and placed his hand on his chest. "I really admire you, Kacchan, but I'm not going to let you put me down anymore! Deku? I'm letting my friends call me that because to them it means something else! Useless? I'm helping others, and I'm doing it by being the one thing you said I couldn't!"

The eyes on the mask couldn't properly convey it, but Bakugou could see it.

The infuriating look of determination in his eyes.

That stubborn goddamn look Deku got when he stood up to him!

"I'm doing it… by being a Hero!"

* * *

"There's no way he's going to get out of that!" Ashido grinned while clenching her right hand into a fist. "I mean, he's all covered in that stuff! He can't move at all!"

"Yeah, but it's totally gross!" Hagakure's hands wrapped around her body, shaking and showing that the invisible girl was shivering. "Would you wanna be covered in that gunk? I think I would pass out on principle!"

Kaminari and Mineta giggled a bit at the declaration, but were thankfully silenced by Asui's tongue smacking both upside their heads.

"All Might, the Hero team did not restrain him with the capture tape." Toshinori turned his head to the right to see Tenya Iida walking beside him. "Surely this means Bakugou-kun has not been taken out of the exercise!"

 _"Tensei-kun… your brother is really something else."_ He's met plenty of overachievers, but Young Iida took the cake. The young man was obsessed with all the rules and regulations of being a Hero, a far cry from his more lax parents and brother. _"But I suppose it was bound to happen. The burden of legacy… this boy thinks it's all on his shoulders."_

But there seemed to be something else in the boy's tone. Confusion and frustration toward everything around him, and to Midoriya in particular.

 _"This young man had been sheltered for most of his life. This is the first time he's amongst his peers, and the discrepancy is a bit much."_ He turned his attention back to the screens and saw Bakugou staring at Midoriya with wide eyes when he finished speaking. _"I suppose he shares that with Bakugou."_

Toshinori kept his smile and said, "Indeed! Even though Young Bakugou has been restrained… it does not mean that he is out of the fight!" He pointed to the screens, flourishing his cape. "Even when they are knocked down, Villains will snarl and struggle to achieve their goals! In your careers as Heroes, you must always keep that in mind! Turning your back on an opponent will endanger not only you… but the very people you seek to protect!"

 _"I just hope you learn this lesson well, you two…"_

* * *

Bakugou gaped at him. _"He… What kind of shit is that!? How can he say that to my face!?"_

Did Deku really think he could just get away with this bullshit?

All those years laughing behind his back? Of biding his time and letting Bakugou do everything just so he could humiliate him years later?

 _"I won't let you, Deku! Don't think I'll let you!"_

"Okay, great speech." Headphones grabbed Izuku's arm. "But really, we're on the clock now. Let Mr. Sore Loser stew while we win this thing."

"Fuck you, Deku! Fuck you and all your bullshit!" He screamed after them as they went up the stairs. "You think you can just leave me here, after all the shit you did!? You took my place as number one in that shithole of the school, you made me fall on my face just so it can be taped, and on top of that you convince all the extras and this school think you're hot shit! You made them all flock to you _when they should've been with me!"_

In his showboating, Deku had made two huge fuckups.

The first was not tying capture tape around him when he had the chance.

The second was pinning his left arm to the wall _with the palm side down._

He made the biggest explosion he could with his hand, shaking the building and punching a hole in the wall to his left. Webbing and the bits of concrete they were stuck on were still on his arm, but it was practically free. Not wasting what little time he got from the audacity of his move, he twisted his arm and flung beads of sweat behind him.

He felt the bits of concrete dig into his body. He could feel his costume rip and burn. He knew those sharp pains dotting his arms and back would bruise.

But he was free and falling back. He dug his left boot into the heel of his right, twisting his leg as he fell. The combination of gravity, the force, and the sweat from today's events freed his foot with the sock barely hanging onto his big toe.

 _"Fucking finally!"_ He could get back in through the hole he made, flying straight into Deku and Headphones for payback! _"Wait… My arm feels… lighter?"_

Bakugou looked at his left arm and saw that the webbing by his hand was melting as if it were made of some sort of slime. It sloughed right off his hand a couple of seconds after turning it to the side. _"The hell!? That shit was tough! Unless…"_

His explosions! The intense heat from the blasts must have melted them!

Grinning, he placed his left hand on top of his pinned right arm and chest. One pop later, and the webbing melted enough for him to pull his right arm free. Moving both his arms behind him, he let the blasts come out and propel him back through the hole.

He sneered at the shocked faces of Deku and Headphones.

"Get ready for round two, Deku!"

Did they really think it would be _that_ easy?

* * *

 _"How did he get free!?"_

Izuku grabbed Jirou and jumped to the top of the stairway. As he landed, Bakugou was rocketing after them, his right arm outstretched. He barely had time to think as he and Jirou dove through the doorway and into the third floor's halls.

"DIE!"

The floor shook and the two of them had to shield their eyes from a gust of hot air. Flames and smoke billowed through the door and stopped just a few inches from their bodies.

"This guy's insane!" Jirou dropped to one knee. Her right jack plugged into her shin speakers. "Get behind me!"

Izuku leapt to the ceiling, crouching down and placing his hands over his ears.

It was crazy, but not unpredictable. _"Kacchan is just the kind of person to let himself get hurt if it means getting a win."_ But he didn't think that, nor did he consider how trapping Bakugou in his webbing wouldn't put him out of the game. _"We wouldn't be in this mess if I had just wrapped capture tape around him! Damn it!"_

He was too sure of himself and the webbing he and Peter had developed to see the flaw in this plan, and now an even bigger fight was about to start!

 _BADUMBADUMBADUMBADUM!_

Jirou's Quirk let loose, the amplified sound so loud that even Izuku clenched his jaw. She told him it wouldn't be bad so long as he was behind her, but he could only imagine what it was like on the other end.

He heard Bakugou howl as it pounded his ears, but he stomped out of the smoke like a vengeful demon. His face was strained, but that grin never left his face. _"How…?!"_ He saw the cause with the bits of white that were already melting out of his ears. _"He used pieces of my webbing as earplugs!?"_

Bakugou raised his right hand and sparks flew. "Jirou-san!" Izuku screamed as he uncovered his ears and shot a web with his right hand. He pulled Jirou back, cutting off the sound attack just in time for a fireball to land where she once stood. _"I have to end this!"_

He was sure they could eventually beat Bakugou through a battle of attrition, but if he didn't end things here and now, time would run out and their team would lose.

He shot a web with his left hand to the wall just behind Bakugou, pulling himself as he bounced off the wall like a pinball.

Izuku drew back his right hand and dug up every negative feeling he had at this moment.

Anger at himself for being overconfident in the plan, at Bakugou for almost getting Jirou hurt, for Bakugou not accepting that he had been trapped fair and square…

For saying it was all Izuku's fault that he had no friends.

 _"How could you even say that, Katsuki!?"_

His right arm pulsed and his muscles tensed as white-hot energy surged into it. He could hear the crackle of green electricity and knew his Venom Strike was ready. At his speed, he would be able to grab Bakugou before he could perform any sort of counterattack.

The Venom Blast would put him down. Turn him into a twitching, moaning mess just like… like Peter…

Izuku gasped as horror seeped in. _"What am I doing!?"_ He had no idea how the Venom Strike would affect Kacchan, or any normal person! The only person he used it on was Peter, and his biology was completely different. _"I-I could really hurt Kacchan! I could give him a heart attack or something!"_

The energy dissipated and he clenched his hand into a fist instead. He swung it in a wild arc, reining in as much strength as he could while ensuring it would hurt.

But that moment of hesitation was all Bakugou needed.

Bringing his right hand to the floor, Bakugou fired off a blast that brought him in front of Izuku. His spider-sense sounded off a millisecond before Bakugou grabbed the front of his costume. "If you were gonna punch me…" Another blast turned them around mid-air and Bakugou propelled them to the ground. Izuku winced in pain as Bakugou brought back his right hand. "You shouldn't have spent a fucking eternity thinking about it!"

Izuku twisted his arm and launched a web so he could blind Bakugou, but the explosive teen saw it and brought his hand to intercept it. He could hear a muffled pop before the once semi-solid webbing turned into a liquid.

 _"Intense heat causes it to melt! No wonder Kacchan freed himself!"_

"Damn it!" Izuku turned his head to see Jirou was rushing towards Bakugou once again in her boxer's stance. She had told him she took some lessons as part of a Hero Prep course she took on a whim since everyone was choosing martial arts, but Jirou admitted she wasn't an expert.

 _"She's only getting involved with this because I'm in the line of fire!"_

Bakugou was already on his feet and dropped Izuku to raise his left arm to block Jirou's jab to his face. "You're a thousand years too early…" His right hand wrapped around her left fist while his right shot out and gripped her shirt. Izuku could see both of Jirou's jacks begin snaking towards the explosive teen's ears, but it was too late. Before Izuku could even hope to react, Bakugou pulled her in and headbutted her in the face. "..to take me on in a real fight, Headphones!"

She gasped in pain and fell back. Her nose was bleeding, and that was enough to bring Izuku back to his senses. Propping himself on his hands and curling his legs back, Izuku landed a double kick to his childhood friend's right side. He screamed in pain and surprise as he was launched down the hallway and smashed into the far wall, cracking it slightly while he tumbled to the ground.

"Jirou-san!" Izuku rushed to Jirou's side and winced at her now bleeding nose. The blood dribbled down and around her lips. "Are you okay!?"

"No, obviously!" She shot back, wincing as she touched the injured nose. "I don't think he broke it. Thank god for small favors."

Breathing a sigh of relief, he brought Jirou to her feet. "Come on, Jirou-san. I don't think that will keep him down for lo-!"

Izuku's Spider-Sense tingled, and he instinctively looked at the wall to their left. _"Oh, come on!"_

"Sorry about this!"

"About wha-?" Izuku pushed Jirou further down the hall and jumped to his right. At the same second, the wall to the left exploded to reveal a grinning Bakugou racing toward him. "Midoriya!"

"I'll be fine!" He shouted as he began phasing once more.

"Not when I'm done with you, Deku!" Bakugou shot back, waving his left hand at Jirou. She covered herself, but the beads of sweat went past her and ignited on the ground. It collapsed and Jirou fell down the hole screaming.

"JIROU!" Izuku screamed, forgetting the honorifics in spite of himself. He re-solidified and launched a web to her. It caught onto her shirt, halting her descent for a second. Thankfully, she was out of sight before he heard an embarrassing rip and the weight on the web slackened.

He didn't have time to think about it as Bakugou slammed his body into Izuku, ramming them both into the wall. His ribs ached, his lungs burned as they took short, greedy gulps amidst the smoke. "Nowhere left to run, you fuck!"

Izuku's Spider-Sense was throbbing as Bakugou landed a devastating punch to his left cheek. "Nowhere left to hide!" He only had enough time to duck his head as Bakugou's fist hit the wall and let loose an explosion that cracked it. "And no more extras to hide behind!"

The explosive teen dug his right knee into Izuku's stomach, making him double over in pain. His vision was swimming as he shoved Bakugou and stumbled away.

 _"He's not pulling his punches! He's really going to kick the crap out of me until All Might tells him to stop!"_ Straightening himself, Izuku turned to see Bakugou pressing his fingers on his ear with a sneer of annoyance.

 _"He's already getting All Might worried!"_

"He can take it! He's already getting back on his feet!" Taking his fingers off, Bakugou's sneer turned predatory. "You think those extras and Headphones are realizing it yet, Deku!? Even with all that bullshit power, you're still the same pathetic nobody you were back at school! If those extras could see you now, then they never would have tried sucking up to you! I would still be top dog and you would be nothing!"

Looking back on it, Izuku didn't know why this bothered him so much. He suffered through ten years of this with barely a fuss. Maybe Peter had rubbed off on him. Perhaps the negative feelings he dredged up for his Venom Strike had gotten to his head. But at this moment, every single dam in his mind burst.

Izuku's blood boiled. His jaw clenched so tightly it was a miracle his teeth remained intact. Every muscle tightened as adrenaline rushed into them. He was a spring that had been pushed to the limit…

And now he was ready to push back.

"Is that really what you think, Katsuki?"

Bakugou paused. It had been a long time since Izuku called him by his first name.

"Do you really think that!?" Izuku lunged at Bakugou with breathtaking speed and buried his knuckles deep inside Bakugou's stomach. It was enough to make the teen double over and nearly hurl. "You think Kohei and Masashi _liked_ you!? You think anyone at school liked how you picked on me!?" Izuku's Spider-Sense let him dodge an explosion-filled swipe from Bakugou by leaping over his arm. He landed and grabbed onto the outstretched limb, lifting Bakugou over his shoulder and slamming him onto the ground.

"You're a bully, Katsuki! No one _ever_ liked you! They all sucked up to you because they were scared or wanted to use you to become popular!" Izuku picked Bakugou up by the collar and threw him in front of the hole he had just sent Jirou tumbling through. "Do you really think any of them were actually your friends!? They talked bad about you behind your back! Kohei and Masashi _hated_ you! All because you decided that being an asshole was the way to get the attention you craved!"

The rage and despair he had bottled up all these years flooded out of him. Part of him felt liberated, reducing Bakugou to this, returning ten years of misery and resentment with interest. But another part of him felt sick. This wasn't like him at all.

And yet… it was. He knew that he had to let this out now, or it would continue to bubble up inside until it finally burst somewhere down the line!

"SHUT UP!" Bakugou snarled as he flung his right hand out, Izuku leapt forward and twirled his body in the air, avoiding the beads of sweat as they exploded behind him. He landed in a crouch just in front of Bakugou, glaring at him. "Who the fuck are you to judge, Deku!? I don't give a goddamn shit what those extras thought! I never did!"

"Liar!" Izuku whipped his legs up towards Bakugou's face in a whirlwind of motion. He spiraled around and around, throwing kick after kick. Bakugou backpedaled, staggering to the side when one nailed him in the cheek. "If you didn't, then you wouldn't be this obsessed about it!"

"SHUT UP!" Izuku backflipped out of the way of the explosions that peppered where he was a moment ago. "SHUT YOUR GODDAMN MOUTH!"

Bakugou looked like a wounded beast. His eyes wide and mad, spit and blood dripping from his mouth and drying on his chin.

 _"But he's realizing the truth."_

"And the sad part is…" Izuku lifted his head. "I've always admired you! You're everything I wanted to be! And in spite of everything you've done to me… I've always been your friend, Katsuki!"

 _"SHUT THE FUCK UP!"_ Bakugou raised his left hand and put his right behind it, his pointer finger hooked around the small pin in the back.

Izuku's Spider-Sense flared enough for him to wince. Whatever this was… it was going to be big.

"The fucker will be fine if he's smart enough…" He pulled the pin, a maddened grin on his face. "...TO DODGE!"

Izuku jumped to the left, phasing automatically as he passed through the wall.

The world burst into flame and blackened stone.

* * *

Kyouka stumbled as the building shook like no tomorrow. "The hell!?" She turned around and saw that the wall and the ceiling had collapsed further down the hallway. Light streamed through the hole, casting a shadow that turned the dust and falling debris into black snow. "This has Bakugou written all over it."

She groaned while placing her hands on her hips and leaning back. She had landed right on her back on top of a pile of rubble. Thankfully, Midoriya's web line had stopped her momentum, so it wasn't as bad as it could've been. It still hurt like hell and All Might had asked if she needed to sit things out. _"I probably would've if the pieces were just a bit bigger or jagged."_

This fight was getting out of hand. Bakugou was beyond overdoing it. He was getting more brutal with each passing second, escalating things just so he could get a crack at Midoriya. _"He doesn't even give a damn if he hurts himself to do it. That's not good. Not good at all…"_

She turned and ran to the stairway. On the opposite end of the hall. The stairs she and Midoriya had originally used were now nonexistent thanks to Izuku's 'friend'.

Still, the fight wouldn't have gotten to this point if Midoriya had used that bioelectric attack on Bakugou earlier!

 _"Seriously, what was up with that? Midoriya was flowing with energy when he threw. himself at Bakugou! I saw it! So why the hell did he stop!?"_

If he holds back, Bakugou will make him wish he were dead!

Kyouka ran up the steps, making sure her jacket's zipper was securely fastened to the top. Midoriya's web may have saved her from serious injury, but it really tore up her shirt. _"God, I hope All Might cut the feed for that."_

She heard and felt more explosions courtesy of the explosive teen and felt both her nose and back throb in pain. _"It'll be even worse if this doesn't end soon."_

When she reached the third floor, she saw Bakugou stepping back as Midoriya phased through the right wall and try to sock him across the face. Bakugou attempted to kick Midoriya, only for him to catch the foot and push Bakugou back.

He didn't land on his ass, and instead Bakugou reached behind him with his left. He used a blast to increase his speed and air time, spinning and landing a savage kick on Midoriya's left cheek.

They were locked in a destructive, frenzied tango, pinballing off every surface in sight. Like a pair of flaming wrecking balls, they left scorch marks and craters on the floor, walls, and ceiling with every missed blow. She could have watched their brawl forever, but they had more important things to deal with.

Like actually winning the exercise.

"MIDORIYA!" He noticed her presence and shot his webs with both hands to the sides of the door. Like a rocket, he kicked Bakugou in the torso hard enough to make him skip like a stone. She ducked as Izuku somersaulted over her.

There was no need to check, she _knew_ he was already on the wall.

 ** _BADUMBADUMBADUMBADUMBADUM!_**

Her heart was racing and that just made the attack stronger. Bakugou was already in pain, and this time didn't have the webbing to use as earplugs. He rolled on the ground, letting pained coughs come out as he covered his ears.

She cut off the feed and raced down the stairs. "Come on! That won't keep him down for long."

"I'm sorry, Jirou-san." Midoriya said miserably as they reached the second floor. "I couldn't catch you in time, and…"

Kyouka didn't have time for this. She grabbed him by the front of his costume and pulled him into a room that was just to the right of the stairs. She pushed him in and shut the door. "Why the hell did you pull back!?"

"H-Huh!?"

"Before, when you were going at Bakugou after we missed getting roasted by his blast! I saw you pulling back your arm, electricity on it and everything! You were about to use your Venom Whatever weren't you!?" She pointed at him, her glaring at Izuku who looked away. "Then all of a sudden you cut it off! You could have ended all this right there, so why didn't you!?"

She didn't like yelling at Midoriya, but she was pissed and hurt. He probably had his reasons and it wasn't like he meant for all of this to happen. They got along really well and the last thing she wanted was to screw that up. _"But now isn't the time or place for that. A lot of pain could have been avoided if he just committed to the damn hit!"_

"I-I was scared…" Midoriya's hands clenched into fists. "I-I never used it against anyone other than my tutor. If something went wrong… I was scared that… Kacchan…"

Realization dawned within her. _"He was afraid he would have seriously hurt Bakugou. This power… he said he was a late bloomer, so it makes sense he didn't have much time to practice with it."_ She had to spend months trying to get the measurements just right so her offensive speakers would emit enough sound to be painful but not burst anyone's eardrums.

She placed her hand on Midoriya's shoulder and she felt him stiffen. "Midoriya, listen. I know you're a nice guy. Your Quirk… it's pretty nuts, and I guess you haven't had much practice with it." She hardened her gaze. "But there's a time and place for being careful, and now isn't it.

He turned back to her, his eyes widening. "B-But Jirou-san…!"

"You think Bakugou gives a damn about how much power he's throwing around!?" She motioned to the door, and already they could hear the blond's scream of rage. "That blast before could've killed you! He's pulling all the stops to beat you, so why the hell aren't you doing the same!? And think about what'll happen if you face a Villain! You have the power to end fights in a matter of seconds, and you'll _never_ be able to use it if you don't do it here and now!"

It wasn't her best pep talk, but it was the only one she could give.

Midoriya would never be able to use his power if he was too damn scared to use it in an exercise like this. All Might was watching and U.A's staff would be here in a heartbeat if something went wrong. They were here to learn how to use their Quirks and become Heroes.

Why the hell would they be in this school if that weren't the case?

Midoriya was silent for a second before he took a deep breath. He nodded and his eyes narrowed, the determination hitting Kyouka in waves.

"Alright," said Midoriya. "But how will we hit Kacchan with it? He'll notice something's up if he sees me use it again."

 _"Well, this is a nice change of pace."_ She was going to hate herself for suggesting it. It was hell on her pride, but she couldn't see any way out of it. "I'll be bait."

"Huh!?"

"Yeah, crazy right? Hell, I wouldn't be suggesting it if I didn't think it would work." She nodded and walked to the door. "He'll want me out of way since I keep interfering with your dance, so he'll jump at the chance to wrap capture tape around me. He'll be too focused on that to think about you. While that's happening, you go through the hole and hit him with that thing on full blast."

"I… I understand." She heard the sound of static and a distorted voice say, "I won't hold back, Jirou-san!"

 _"You better not, Midoriya."_ If there was any other way for them to beat Bakugou together, then Kyouka would take it. But as things were right now, they would just keep going back and forth with this stupid fight. Bakugou dodging, landing a hit, Midoriya cutting off his blast with a web to defend and return in kind, and Kyouka pitching in now and again.

She was badly suited to fight a close-range monster like Bakugou, not to mention that her own eardrums were getting pummeled by every explosion. Having to team up with Midoriya in such an enclosed space made it worse.

There was only one way for them to beat Bakugou with time to spare for their team to win.

 _"It's still going to suck."_ Kyouka opened the door and turned left. She strolled down the hallway and stopped before the hole.

On cue, Bakugou came down the hole looking absolutely _pissed_.

"Hi!" She shouted with a grin.

 _BADUMBADUMBADUMBADUM!_

Bakugou staggered but did not fall. He used his explosions to propel himself forward, and Kyouka soon found his right hand clamped around her neck. He dragged her along the ground before driving his knee into her stomach.

When they stopped, Jirou willed her left jack to shoot towards his ear. It was fast, but not fast enough. As expected, he swatted her appendage away with his left hand. Bakugou lifted her by the neck. "Stay…" He slammed her head against the ground. "...the fuck out of my way, Headphones!"

She closed her eyes, but didn't feel anything go fuzzy or her hearing become muffled. _"Enough to hurt me, but not enough for a concussion."_ For all his brutality, Bakugou knew his limits. _"All Might probably gave him an earful for that blast."_

Kyouka felt the weight on her lighten and he turned her to her left side. Her hands were brought up and in a second she felt the tape wrap around her wrists.

"Fucking finally. Now, nothing can get between me and Deku." She opened her right eye to see Bakugou glaring at her. "You gave me hell, but it's over now."

She tried hard not to smile at the sight of Midoriya crawling on the ceiling just over Bakugou's shoulder.

 _"Yeah, it is."_

* * *

Jirou was right, and Izuku hated himself for not realizing it earlier

 _"I've wanted to surpass Kacchan for years. I've wanted to be a Hero in spite of everything he said to me."_ His muscles tensed as he looked down at Bakugou dragging Jirou across the floor. _"Heroes… they have to do anything to win. To protect people, to keep the smiles on their faces…"_

Bakugou began wrapping the capture tape around Jirou's hands.

 _"They have to be willing to put their lives on the line…"_

She opened her eye and looked up at him.

 _"And give it their all to save the day!"_

Izuku leapt off the ceiling, the wind rushing past his body. Once again, time seemed to slow as he drew closer to Bakugou, who was just beginning to turn.

 _"He's giving it his all… and what have I been doing? Holding back, and it wasn't just for his safety. "_

Bakugou's eyes became saucers behind his battered mask, but Izuku didn't intend to give him time to think this time.

 _"I was scared. Too scared to do everything in my power to grasp victory."_

He fired a web line with his left hand as his right heated up. The line hit Bakugou's shoulder dead center and Izuku pulled hard. Bakugou was lifted off his feet. Sparks flew from his hands to stop his momentum. But he was already in striking distance.

 _"Kacchan… I used to always look at your back. I was content to take it just to watch you, to see your rise with all your talent… but I can't do that. Not anymore."_

The air crackled around Izuku, the stench of burning ozone filled the air. He reached forward with his right hand.

It landed squarely on Bakugou's chest.

"Today… I go beyond you, Kacchan!"

The energy flowed from him and he watched it dance around Bakugou. He watched as Bakugou's body spasmed and convulsed as he was flung back to Earth, hitting the ground as he lit up with the green lights of Izuku's Venom Blast.

Izuku landed next to Bakugou and Jirou propped herself up to see the electricity flow from Bakugou's body and into the ground before dissipating.

"Wow…" Jirou breathed out as they watched Bakugou's prone, slightly twitching form. His eyes were rolled back into the sockets and his breathing was shallow, but he was alive.

Izuku watched Bakugou, feeling both elated and numb.

He did it.

He finally beat Bakugou!

"YES!" Izuku shouted, thrusting his fists into the air with the biggest smile on his face. Lightheaded from joy, exhaustion, or a combination of the two, he fell back on his rear, laughing like a kid who had just learned to ride a bike.

 _"Young Midoriya! Young Midoriya, come in!"_

Izuku yelped and leapt to his feet. "I-I'm here, All Might!"

 _"What was that you did just now? Young Bakugou isn't moving!"_

"O-Oh! It's… just one of my powers. A bioelectric shock that temporarily immobilizes the person it hits." Izuku took out the capture tape from his belt and began wrapping it around Bakugou's hands. "K-Kacchan should be fine…"

 _"Should? Have you ever used this part of your Quirk on anyone before this?"_

Izuku winced at the suspicious tone in his idol's voice. But it made sense. All Might was giving hell to Bakugou during the exam for his Quirk usage. There was no reason to not do the same to Izuku, especially when his attack made Bakugou pass out. "O-Only one person. My tutor, but he got back up in a couple of seconds. Kacchan should be fine, but if he doesn't wake up in a couple of minutes I will gladly take my punishment!"

All Might was quiet for a few agonizing moments. _"Very well. However, this power of yours… do not use it again unless you are under strict observation. Is that clear, Young Midoriya?"_

"Yes, sir…"

 _"Good. Now, get a move on! There are only three minutes left to the exercise!"_

Izuku jumped. "It's only been a couple minutes!?" That was amazing! It almost felt like an hour. "I need to hurry!" He turned to Jirou, who was sitting cross-legged with her hands bound. "Thank you, Jirou-san."

"Don't mention it. You beat him. All that's left is Yaoyorozu and the bomb." She smirked."Go get 'em, Spider."

Izuku laughed nervously at that. "Talk about a callback…"

He ran to the gigantic opening Bakugou made with his blast and leapt out of the building. He aimed his left arm at the corner and shot it out. Gripping the line with both hands, Izuku began to swing up and eyed the boarded-up windows.

He was exhausted and everything hurt, but his heart swelled in his chest.

For the first time in his life… Izuku Midoriya had come out on top.

* * *

 **To Be Continued…**

* * *

 **Note: Well, I surprised myself with how fast this chapter came out! It's also thanks to reppuzan's speedy betaing, and without who's additions and direction I wouldn't have been able to put out this high quality battle between rivals!**

 **Writing this hell, because I wanted to make this really make this fight brutal like the one between Green Goblin and Spider-Man in the first Raimi movie. Brutal in both the physical and emotional sense. I wanted to give Izuku a victory, but have him really work for it. And, also, have him finally confront Bakugou for his bitterness and victim complex regarding no longer being on top. While canon Izuku didn't do this for a good while, here Izuku's been hanging around Peter and one of his powers require bringing out those ugly feelings so this was an opportunity for both to let it out and duke it out.**

 **Making Jirou a boxer, or at least someone who took some lessons, is an idea I had to differentiate her fighting style from the rest of the cast who usually display some form of martial arts. Plus, I thought it was cool.**

 **Also, i would like to inform you guys that me and reppuzan are going to review the previous chapters to clean up some things regarding honorifics, specifically from Izuku to Bakugou. We're trying to keep things consistent with Izuku calling Bakugou by his family name in non-dialogue portions and Kacchan in his thoughts. So we'll be combing through the previous chapters and cleaning that up.**

Anyways, please be sure to leave this fic a review and to check out the TV Tropes page!

Until next time, folks!


	12. Issue 11 - Meanwhile

_Peter had this dream far too often._

 _He's in his costume, exiting the stage and escaping legions of reporters and fans. Adrenaline coursed through his veins. Smug elation washed over him because none of these people ever would've given him a second look just a few weeks ago._

 _He had it all. Fame that Flash Thompson could only dream of, a paycheck that would set Uncle Ben and Aunt May for life, thousands of admirers, and the numbers from thirty girls whose names he didn't even know._

 _Thanks to one tiny spider bite, he was on top of the world._

 _He was the big man on campus for the first time in his life._

 _Peter was broken out of his musings by a single shout._

 _"Hey! He stole the money!"_

 _A blond man wearing a brown jacket, black shirt, and green pants was running towards him. Hundred dollar bills fluttered out from the unzipped duffel bag in his left hand. His right hand held a gun that glittered in the incandescent light._

 _Behind him was a single, elderly security guard huffing from exhaustion. He wasn't as young as he used to be and he would never catch the robber. His eyes pleaded for Peter to do what he could not._

 _"Stop that guy!"_

 _ **"Come on. Just change it for once."**_

 _Peter knew from wandering around the building that the express elevator was just around the next corner. If the guy got in, he would be at the ground floor in under a minute and good as gone._

 _ **"It's not hard. Just… please. Move, just a bit."**_

 _He could end this in a matter of seconds. With his power, it would be simple. The thief would be down for the count after a swift punch to his face or a few webs to wrap his hands and feet together._

 _Hell, sticking out his foot to trip the guy would be enough!_

 _ **"Let me do this one thing!"**_

 _But he knew it was futile._

 _Peter could never lift a finger in the dream, and what made it worse was that he could **feel** how this wasn't worth his time._

 _He was a star, after all. It wasn't his problem._

 _Things seemed to slow as the robber passed him. He looked at Peter, but his face… it was unrecognizable. Flesh covered his eyes and mouth, leaving it smooth and featureless._

 _Peter always thought he would never forget the face of the man that caused him so much pain._

 _And yet… as the years went by, his face blurred into the thousands of other crooks he'd put away._

 _Peter couldn't see his expression, but he could feel the man's fear. Fear that Peter would act and he would be caught._

 _ **"Move! Move goddamnit!"**_

 _The fear morphed into confusion as the robber was now in front of Peter, because if he was going to do something he would've done it by now._

 _Peter's body shook, but nothing came from it._

 _ **"No! Just… I just need to move my foot out a bit! Don't make me…!"**_

 _The confusion became elation. Time returned to normal and the robber sped by. He turned around and dove into the express elevator that just opened, pressing on the button to bring him down._

 _ **"Don't make me watch this again…"**_

 _As the elevator's door closed, the robber spoke._

 _It was the voice of Norman Osborn, Otto Octavius, Eddie Brock, Quentin Beck, Flint Marko… all of the people who had tormented him for years. The monsters and rogues who destroyed lives whenever he was just a second too late. The voice of killers, two-bit crooks, and madmen all rolled into one._

 _They only said one word:_

 _"Thanks!"_

* * *

Peter always woke up when the elevator doors slammed shut.

He put a hand on his sweaty brow and glared at the ceiling that had patches of plaster over the cracks. "Damn it…" He looked over to the clock. "And it's five in the morning. Great."

He groaned as he got out of his futon, a piece of furniture that he was slowly getting used to in Japan. It, along with the exercise mats he and Izuku set up to cover the cracked concrete floor, was easier to sleep on than the benches.

He scratched his belly and yawned, lumbering over to the wood table, glass 'island' table, and butcher's block that acted as the 'kitchen area'.

On top of the glass table was his small, solar-powered heating plate, rice cooker, and the most important component: the coffee machine.

Peter Parker wouldn't be able to operate as a career crime-fighter without it.

In the bin underneath the wooden table, Peter fished out a gallon of water, coffee grinds, and a filter. Japanese coffee tasted… strange. It was stronger and a bit more acidic than what he was used to, but it got the job done.

After a minute, the coffee was beginning to drip into the glass carafe. He would only need to wait a few more to get his day started.

 _"That dream again…"_

Peter has had the dream ever since he was fifteen. It happened with disturbing frequency until his sixteenth birthday, which he had attributed to the loss of Uncle Ben still being fresh. It popped up occasionally in the years since.

It wasn't the only bad dream he had. He relived being helpless to stop the rubble that crushed George Stacy. In others, he kept trying to catch Gwen when she fell off the bridge, the sickening snap of her neck getting louder every time.

Norman being impaled by his glider and begging Peter not to tell Harry, Jean DeWolff's chest disintegrating from a shotgun blast, Harry passing away in the ambulance thanks to his father's damn formula, the feeling of claustrophobia in complete darkness from the time Kraven buried him alive…

...Aunt May, alone at home, as she suffered a heart attack and hit her head on the edge of the table. All because he was late for dinner thanks to Screwball making another stupid bomb threat for views of all things!

Those dreams haunted him too. Sometimes for months, others for years, but they went away. Peter learned how to deal with them one way or the other. His sessions with William Samson helped somewhat.

Only the nightmare of the biggest mistake of his life remained.

Peter blinked when the shrill alarm of the coffee machine went off. Seeing how the liquid black gold was finished, he got himself a mug and poured a cup. He used to like it light and sweet, but he had acquired a taste for black since it was the fastest and cheapest way to get his fix.

"Will said that the only way to make it stop was to forgive myself…" Peter took out the skillet and turned on the heating plate. "Easier said than done."

Peter knew that Ben would've died sooner or later. It was a fact of life. If it wasn't the burglar, it could've easily been a heart attack, car accident, or losing his footing on the steps. On an intellectual level, Peter knew that having the same robber he let get away be the same one that robbed his house and killed Ben was nothing more than cruel random chance. A one-in-a-million statistic.

And yet… Peter was still the one that let the scumbag get away.

Because he couldn't be bothered to put in a little effort to do something selfless. He didn't even have a reason for it, like his agent screwing him over or the studio heads being pricks.

He slid his fried eggs and ham on a plate and sat down on a rotting, creaking stool, slowly eating his breakfast but not really tasting it. "All I need is a bagel and this breakfast would be complete."

God, he missed New York bagels. Courtesy of that Jewish bakery on 5th Avenue he always stopped by on his morning patrol.

"Wonder how the kid is doing…" Peter grumbled to himself as he finished the remnants of his thoroughly blackened eggs.

Probably sleeping unless he was an early riser. Unlike Peter, Izuku wasn't a bundle of issues and didn't make mistakes that swam around his subconsciousness for decades. Maybe he was dreaming about superheroes or those two girls he became friends with.

He was around that age.

 _"Wait, Mayday is just a year younger than him. Does that mean…"_ Peter shook his head. No, he didn't want to think about that.

Nor did he want to think about how Mayday was with Mary Jane right now, trudging through her first few days of the ninth grade, worrying about high school and how her dad wasn't around to help her through it.

Not that he would've been able to give her good advice unless it was to avoid sociopathic bullies like Carl King by always staying within sight of a teacher.

Peter picked at his ham. "Well, there goes my appetite."

If he kept thinking like this he wouldn't need a diet to lose weight.

Peter sipped on his coffee, inwardly groaning as he remembered that it was going to be his first day at his new job.

"The kid is having fun at superhero school while I'm stuck working minimum wage." Peter cracked his neck as he walked to a bench that had a box that contained all 'his' clothes. "Well, at least I'll have some interesting stories to tell him when he comes over."

What'll he have? How he got stiffed on a tip? How crazy traffic was when he was trying to deliver eleven pizzas to some frat party? The long, interesting, and strangely silent conversations he would have to his two obviously anti-social teenage coworkers?

Yeah, today was going to be _fun_.

* * *

Riding a moped that was obviously made for a teenager rather than a forty-year-old man made Peter feel like a monkey on a unicycle.

For one thing, the seat was tiny. It felt like a child's foot was continuously kicking him in the ass and the footrests were close enough that Peter's knees were digging into its sides. While he _could_ raise the seat, the damn thing only went way too low and way too high. If he tried to change it, the seat would go so high that Peter might as well be standing while reaching down to the handles.

The damn thing seemed to stall every other block and despite being electric, an exhaust pipe that spewed black smoke every time he bumped into something had been haphazardly installed into the back.

 _"No wonder the old girl quit."_ Sure, the counter girl said she was deported, but Peter was ready to believe she'd leap into the government's arms if it meant never having to ride this sputtering death trap again.

 _"Kids have it so good."_

Peter leaned to the right of his moped, peeking over the cars that were chugging along at an astonishing one inch per minute. "Man, the traffic here is just as bad as New York's!"

He'd done a double take when he read from the employee handbook that delivery guys couldn't drive on the sidewalk. Apparently, it was against the law in Japan, which threw Peter, a New York resident who was always thankful that his Spider-Sense warned him of an incoming bike courier trying to run over his foot, through a loop. It meant that he had to weave through the traffic on his runs to make it on time.

For the most part, it worked. Peter was able to get to the various places that bothered to put in orders to a shithole like Gunga Pizza with minimal fuss.

Hell, he even took some detours to stop crimes as Spider-Man and managed to make his deliveries on time!

"Now, if only they could bother to tip service like that…" Peter looked at his watch and tapped his right foot irritably. This job also taught him that nobody tipped in Japan, which he figured out after all the times the door slammed in his face once he said his stupid line and handed them the pizza.

He saw the car in front of him move and so did he before the guy behind him could honk their horn. Just as soon as he started, he hit the brakes and the moped coughed up a plume of black smoke.

"Get that piece of crap off the road!" shouted the guy behind him who kinda looked like Admiral Ackbar. He shook a fist a Peter from an open window.

"Trust me, buddy! I would if I could!" Despite his flippant reply, Peter was anxious. It was almost eleven, which meant that the scheduled meet-and-rob was about to occur.

Peter hadn't been capturing as many of Mysterio's batch of copycats as he used to. Before, Peter couldn't get his laundry done without having to stop an idiot dressed up in Porcupine's duds. Peter would slip on his costume, crack a few jokes, and leave before the cops or superheroes could question him.

Now though? It seemed like the superheroes have gotten their act together and started keeping an eye out for them. A new Rocket Racer pops up? By the time Peter starts swinging, that speed guy called Ingenium is already making the guy kiss pavement. A woman takes up _Scorpia's_ duds to rob a convenience store? Peter has to pull off his mask as Kamui Woods had already tied her up to thunderous applause.

He was all for these superheroes handling the small stuff since they didn't have to deal with Atlantis invading every other month, but it made his search for Mysterio… difficult.

That's why he was hoping to get this stupid delivery over with. Last week, he caught a girl who became Pandamania. After a few rides on the Spider-Bungie from a twenty-story building, she revealed between tear and snot-filled sobs that she had offered to be backup for the new Rhino.

She was small fry so she didn't know much, but the new Rhino was apparently a gold member of the Power Broker app, so he probably rubbed shoulders with Mysterio's direct underlings.

Peter left her webbed up and made his delivery of a pepperoni pizza to a chubby and acne-ridden teen who was disappointed that the cute Australian girl wasn't the one delivering to him anymore.

 _"But I'm not going to make it if I stick around here!"_ Peter turned around to look at the stack of ten pizzas hanging onto the cargo compartment of the moped and his small traveling bag that held the top of his costume and mask. He glanced at the alleyway to his right. It was ignored by the people walking past it and seemed to darken further in.

He looked at his watch and noticed he only had five minutes to make it to the robbery and fifteen to make the delivery on time.

It was reckless and stupid, but...

"Screw it!" Peter turned to the right and dove out of traffic, rolling onto the sidewalk and driving past several surprised and scared onlookers. "Sorry!" He ignored their squawks of indignation and zoomed into the alley, the moped making gunshot gurgles from its exhaust pipe before he pulled up behind a dumpster. With practiced ease, he parked the bike and got off while placing his baseball cap with the pizzeria uniform in the bag and pulling the red uniform over his head. He dug into the bag and snapped on his web-shooters before he slipped on the top portion of his suit along with the gloves.

Once that was out of the way, he pulled the mask over his head and waited for a minute so the system could boot up.

"Okay, this is crazy, but it might just work!" Peter muttered to himself as he shoved his uniform into the bag, tying it over his right shoulder, and unhooked the pizzas. He grabbed the top handle of the heated bag containing them, trying not to catch a whiff of the nauseating scent of pineapple, ham, anchovies, and pepperoni. _"Seriously, who orders five pineapple and ham pies and five pizzas with pineapple, anchovies, and pepperoni!?"_

He webbed the moped to the wall, ensuring nobody would be able to try and strip the bike apart for whatever valuable parts remained in the thing. Turning around, Peter jumped out of the alley and shot a web.

Peter smiled as he ascended with his first arc, web line firmly gripped in one hand and his pizza with his right.

Time to make his job _fun_!

"Hey!" Peter heard someone yell from below. "HE STOLE THAT GUY'S PIZZA!"

"He was delivering it to _me_!" Peter shouted from over his shoulder, tossing the pizza bag as he let go of the web. He caught it with his left and slung another web line with his right. "Superheroes get hungry too, you know!"

He swung down the street, flying over the traffic and hearing the wind rush past his ears. He switched his hands between carrying the pizza and holding the web line that prevented him from smashing onto the ground.

Then, once again, he was doing the one thing that came more naturally than breathing.

"WOOHOO!"

It sure beat the hell out of riding in the piece of junk.

Within a few moments, he was on the rooftop across from the Cantibite Bank. "Made it…" Peter looked at his watch and grinned. "With two minutes to spare! Not bad, Parker."

He set the pizza behind the ledge and put his hands on his hips. _"Okay, so the Rhino guy is gonna make his move soon. He'll probably notice that Panda's nowhere around and do something drastic. All I've got to do is go through the front window, web up his face, and punch the hell out of it until he goes down."_

Nodding to himself, Peter was just about to execute his plan when the doors of the bank swung out.

A tanned woman with white hair and rabbit ears jumped back, her wild grin and crimson eyes glinted in the sunlight. Her snow-white leotard, emblazoned with a yellow crescent moon, proudly displayed the physique of a champion fighter. The purple trimming around the arms and waist matched her purple knee-high boots and called attention to the part of her thigh left exposed. Completing the 'rabbit' aesthetic was a pair of white gloves and the white metal 'toes and heels on her feet.

"Oh my god!" Peter heard someone shout from down below. "It's the Rabbit Hero: Mirko!"

"Holy crap!"

"I heard about her! She's really rising through the ranks!"

"Look at that body!"

"Look at those abs!"

"She's so cool!"

"SHE'S FREAKIN' HOT!"

"What's she even doing here?"

A second later, the front of the building exploded to reveal a heavily armored eight-foot-tall thug wearing a gunmetal helmet with a horn jutting out from the forehead. The Rhino's hands, legs, torso, and chest were covered with heavy armor that would better fit a tank than a human being. His eyes glowed and his mouth was a twisted snarl, inciting screams of terror from the onlookers nearby. His right hand clutched several unzippered duffel bags filled to the brim with banknotes that scattered to the winds.

"Come on, big boy!" The Hero, Mirko, laughed as she landed on all fours, her leg muscles tensing with anticipation. "'Rhino' you can do better than this. Give me everything ya got!"

"I'll give ya more than that!" Rhino charged, the ground trembling and giving way with every step. He roared with the ferocity of his namesake, his horn ready to punch a hole in anything that dared to oppose him.

Mirko instead jumped to the right before launching herself at Rhino. With a twist of her body, Mirko's outstretched leg slammed into his left side like a missile, ending his charge prematurely. The armor cracked like an egg and fell apart, revealing bruised and cut flesh.

He screamed and took a swing at Mirko with his right hand that was still clutching the money. The Rabbit Hero simply bounded off his shoulder and backflipped over the arm.

"Aw man, now that's a freakin' shame! The big bad Rhino can't even lay a finger on a widdle rabbit!" Mirko laughed, her grin only widened as another kick sent him stumbling forward. "Then again, can't expect much from an overgrown thug in an action figure's add-on!"

"SHUT THE HELL UP!"

Peter watched as the Hero danced around Rhino's attacks and repaid them in full, cracking or breaking his armor with powerful leaps and kicks. Mirko was clearly toying with her new punching bag, who flailed around like a child having a temper tantrum.

But one thought was on Peter's mind.

 _"How the heck did she know that Rhino would be here!?"_ He looked over the ledge and saw that the police were already forming a wide perimeter around the battling Hero and Villain. _"That's some response time! It should've taken the cops ten minutes at least to organize something like this! Unless…"_ His eyes widened. _"This was a sting!?"_

The police must have interrogated a bunch of other Mysterio-funded goons and figured out Rhino was going to do this heist! The planning to organize all of this must've taken days, factoring in Pandamania and probably having only cops be the patrons inside the bank when Rhino decided to make his move.

 _"So in the end, I wouldn't even have the chance to ask him questions!"_ Peter grimaced, his hands balling into fists. _"Damn it…!"_

Rhino's torso and arm armor were gone, revealing his battered and beaten form. It was a miracle his arms weren't broken. But if they were, he was running on pure adrenaline. Mirko stood only ten feet away from him, grinning with crossed arms and a tapping foot.

"Ya done, yet?"

Rhino screamed as he threw his hands up, ready to bring them down hard on Mirko and crush her right where she stood…

But as they made their arc down, a hand appeared between them. "Sorry!" A booming voice said not-so-apologetically before, with a flick of a gigantic finger, the arms shot right back up and the bags once held by Rhino flew into the air. They practically exploded, the bank notes cascading down on the cheering civilians.

The owner of the gigantic hand was that Hero called Mount Lady, who was lying on her hands and knees with the crowd of civilians just under her midsection.

She fluttered her eyes to increase the bashful effect. "I just couldn't bear to see you hurt, after all!"

She giggled and lightly moved her hips to the right.

 _"Oh, come on, girl. Have some self-respect."_

She brought her hand behind Rhino and gripped him by the spine of his suit, bringing him up with a smug grin of her own. Meanwhile, the cameras of the crowd on the opposite end of the street and those below her started to flash while the cheers rose into a roar.

Mount Lady was _definitely_ enjoying this.

"DAMN YOU, YA STUPID BROADS!" Rhino swung his arms uselessly in the air as Mount Lady carried him by the scruff of his suit's neck. "That was my week in Osaka ya just sent up in smoke!"

"Hey!" Mirko's foot was still tapping, but her glee had been replaced with scorn. "That was my Villain, ya know! I saw him first and I was kickin' his butt before ya decided to interrupt!"

"How could you say that!?" Mount Lady turned her head away, her eyes shut and…

 _"Yup, those are crocodile tears."_

"I-I couldn't bear to see my Senpai be injured by a Villain! I mean… what kind of Hero would I be if I let that happen? To go through what I once did!?"

Mirko cocked her head. "Senpai? I'm pretty sure you're older than me."

"I'M TWENTY-THREE!"

"You are? Wait, who are you again?"

"YOU DON'T EVEN KNOW WHO I AM!?"

"Wait…!" Mirko snapped her fingers. "Now I remember! You're that weakling who got held up by that Prowler chick! Man, talk about embarrassing!"

"You little…!"

 _"Well, that's the end of that I guess."_ Peter turned around and sighed. He was obviously not needed here. _"This is becoming too common now… not sure I like it."_

What made it worse was that he couldn't get any answers from Rhino! Even if he had gotten himself involved, the Heroes and police would stop him from asking Rhino anything and cart him away. There were also too many witnesses should he just pick up Rhino and book it, and that would cause more headaches than it was worth.

 _"And now I've gotta deliver the pizzas."_ Peter groaned while leaping rooftop to rooftop, heading to the address of the one who had a gigantic appetite and shitty taste in pizzas.

He was there in less than ten minutes, but he had to spend five changing out of his costume and into his uniform again. As he set the cap on his head, he stopped when his head began to throb from his Spider-Sense. _"Huh?"_ Peter wheeled to the right, looking at the rooftop of the adjacent building. There was nobody on top and no sign of danger, but Peter knew better than to ignore his sixth sense.

He stayed there for a good couple of minutes, narrowing his eyes on that rooftop. There was no entranceway to hide behind and the only way to escape his line of sight was by jumping off to the left side or back, but one would need insane vision to see he was catching onto their voyeurism and leave.

 _"I'm being watched, and it isn't anyone friendly."_ Still, his Spider-Sense died down. Whoever it was that was watching him had booked it. Shaking his head, Peter grabbed the pizza bag and opened the roof entrance. _"The super isn't doing their job."_

It took two flights of stairs, but Peter managed to reach the room marked 237. Loud music was muffled by the door and the walls, but Peter could hear the familiar tunes of underground punk that sounded even more alien. One of the guitarists probably had tentacles for fingers or something. _"This is humiliating."_ Letting out a low groan, Peter rapped on the wood, took out the boxes from the bag, and waited.

When the door opened to reveal a kid with a mohawk and gills on the sides of his neck. He glared at Peter, but Peter grinned as widely as possible.

"Pizza time!"

The kid grunted and took the boxes. "You're late." He said simply.

"Yeah, sorry but there was a Villain battle on my route and…"

The kid slammed the door in his face, leaving Peter alone in the hallway.

"...and you're not going to bring back the punk look with that stupid haircut, kid," Peter muttered as he walked to the stairs.

He hadn't even wrapped his hand around the door handle before he heard the shout, "WHAT THE FUCK DID THAT ASSHOLE DO TO THE PIZZAS!?"

He didn't need his Spider-Sense to tell him to swing that door open and get the hell out of there.

 _"Great going, Peter. You managed to get fired on your first day."_

* * *

"Great goin' Porker!"

Peter gaped at his boss, who was grinning from ear to ear.

"Huh?"

"I knew ya were going to do somethin' special for your first day! But I thought it was going to be some cookies." He broke out into rapturous laughter, his fat jiggling every time he breathed. "Not free publicity!"

Peter raised an eyebrow at that. He turned to the girl at the counter, Sakura, who rolled her eyes. She swiped up on her touchscreen phone and the TV in the top corner of the pizzeria suddenly changed from showing reruns of some Sentai show to what looked like a news segment.

On the title of the video was one line:

 ** _WHOA! HE STOLE THAT GUY'S PIZZA (LOLZ)_**

 _"Oh boy…"_

 _"Hello, this is Ouka Oosawagi!"_ said a brown-haired woman in the blue business suit. She was standing next to an obviously uncomfortable heavyset man with two massive tusks protruding over her bottom lip. _"While many are congratulating the unexpected team-up of Mirko and Mount Lady against a man who claims to be 'The Rhino', it is easy to forget that there are other crimes occurring on the sidelines." S_ he motioned to the man, who shifted away from her. _"Here, we have an eye-witness to a potential crime committed by the Spider-Man Vigilante!"_

 _"Well, I mean…"_ The man was interrupted when the microphone was shoved into his face.

 _"Tell us exactly what happened!"_

 _"W-Well, I was walking by and saw this delivery guy from that… I think it was Gunga Pizza, get pissed at…"_

 _"Sir! Sir, may I remind you that this is a family network!"_

 _"R-Right… anyways, he got fed up with traffic and went into the alley I was just about to walk past all of a sudden. Probably wanted to take a shortcut and beat the traffic. Next thing I know, that guy dressed up like Spider-Man came swinging out carrying those pizzas! I thought he stole probably stole them from the delivery boy!"_

The reporter nodded gravely. _"Yes, it would appear that way! Not a lot of evidence to counter such a perception, after all!"_ At that moment, a graphic appeared on the corner of the screen that showed a blurry photo of him swinging. The pizza bag was circled and had numerous question marks around it, making Peter feel like he was watching a bizarre version of "The Daily Show" than a proper news channel.

 _"W-Well, I mean when I said it, the Spider-Man guy said it was actually his order…"_

Reporter rolled her eyes. _"Of course he would say that! But I must know, did you see the delivery person leave the alleyway?"_

 _"No, but…"_

The reporter turned back to the camera and brought her microphone back to her. _"Well, you have heard it from the lips of the man on the street folks! This mysterious vigilante wearing the Spider-Man costume had swung away from a darkened alleyway with no proof that he purchased them and no sign of the person that once possessed them! If you want this humble reporter's opinion, it is incredibly likely that this 'Spider-Man'..."_

She actually did air quotes when she said the name. He thought that was something they only did in movies!

 _"...Ambushed a working man so he could have his own meal! There is no proof about this, of course, but I highly recommend you all keep an eye out so that you won't be the next victim of this man's hunger!"_

There was some other stuff said, but Peter had since tuned it out.

 _"Oh my god… Jonah lives on in this place."_ And his equivalent was a young Japanese woman on top of that.

This raised so many questions on the nature of parallel universes that it wasn't even funny. Multiple Spider-Men? He could buy that. _JONAH_ also being a constant? That was a lot to take in.

"This is the best kinda publicity! Free!" The grin on his boss grew predatory. "So many people are gonna come over now! Our pizza's so good, even vigilantes will mug our delivery boys for it! Need to get that on a shirt or somethin'! By the way Pankin…"

"Parker."

"How did you make the delivery? The guys you were making the delivery called and said you made it, but the people on the news are sayin' that Spider-Guy stole it from you! What's up?"

Well, at least this was something he prepared for. "I wasn't actually mugged. Spider-Man warned me about the whole Villain battle and offered to meet up by the apartment complex. That way the pizzas would be waiting for me when I got there through a shortcut he suggested."

His boss' face fell. _"Oh my god, he's actually disappointed I didn't get mugged."_ But he recovered quickly and shrugged.

"Ah well, not a problem. That Oosawagi chick's gonna run with it anyways, and it's not like we're obligated to tell our customers if they ask!" He grinned. "Still… this is good news for ya! You _definitely_ deserve a reward for your insane luck!"

Peter grinned. _Now_ things were starting to look up! "Like a bonus?"

He didn't like the toothy smile his fat boss gave him.

* * *

Peter stared glumly at the pizza pie that was sitting on his right by the ledge.

"Some bonus…" He muttered to himself, taking a slice and munching on it. The sauce was too acidic and the cheese tasted like one of those cheap composites. It was no Joe's Pizza, but it was still greasy fuel for a superpowered body.

Turned out that swinging around with the pizzas to make a speedy delivery _wasn't_ the way to go. The pizza slides around inside the box and by the time it reaches its destination, the entire thing is basically a gooey, soggy mush.

His boss decided to cut it out of his paycheck and end his shift early but rewarded him for the free publicity with a large plain pizza. So not only did his decision result in less pay, but it also left him with no new leads on Mysterio's whereabouts. The only upside to this was getting free dinner.

 _"Damn it…"_ Peter finished the slice and leaned back, listening to the sound of Musutafu's bustling commerce to his left. _"Why couldn't I get to the damn bank quicker?"_

If he got there earlier, maybe he could've gotten to Rhino faster and asked his questions while beating the snot out of him…

...and probably have to deal with that rabbit hero afterward. And the cops, who would want to know _how_ he learned about Rhino's heist.

"Or I could've thrown the fight with Pandamania and escape before she could do something ugly." Peter took out another greasy slice. "She would've talked to Rhino and they would've led me straight to Mysterio…"

He looked down. Yeah, that would've been a solid plan if he still had his spider-tracers. But he didn't have the components to make the things despite digging through every trashed computer he could find. They were all missing a key piece of the chip that Peter had to assume only existed in his world.

 _"It wasn't this difficult back home."_ Peter set down the slice and twiddled his thumbs. _"Sure, you couldn't throw a stone up without hitting a superhero, but there was more than enough crime to keep everyone busy. We could all run our own little investigations and manage to put the culprits away within a day, a week max."_

Not that he wasn't angry at how this world was being run. He was happy, actually! At least here they didn't have to deal with end-of-the-world bullshit, the superheroes worked closely with the cops and government without any drama, and fights were handled with extreme efficiency without anyone getting hurt.

But… it also left him little to _do_. He was trying to get home and take down Mysterio, but his efforts were leading nowhere. He was now going on patrols that showed little to no crime for him to handle. Whatever he did find was quickly swept up by other Heroes. His own fights were wrapped up in a matter of seconds.

It was almost like back home. Those long stretches of quiet where there was no crime, no cackling supervillain, and no crisis for him to solve with a quip and a shot of webbing.

And just like those times, a simple thought went through Peter's head.

 _"Why the hell am I even out here?"_

Peter shook his head. No, now wasn't the time to feel inadequate just because he wasn't getting much done.

It was his responsibility to do whatever he could to help, even if the public didn't need it. Even if there were other superheroes to pick up the slack. Even if he was getting more tired with each passing year and things weren't working out in his personal life.

After all…

 _"...I made a promise."_

A feeling of bitterness washed over him and Peter was ready to chuck the box into the bin below.

But then, his Spider-Sense flared.

Peter gripped the box with both hands and thrust it to his left to shield his head. Three knives, each sharpened to a razor's edge, buried themselves in the soggy cardboard. "What the…?"

He heard the clattering of rapid footsteps before it tingled again, and Peter ducked forward while narrowly avoiding a blade passing over the back of his neck. _"Another ambush!?"_ He planted his feet onto the side of the building and ran towards the roof's edge. _"Is it Prowler? Blades were kinda her thing."_

Quentin probably got sick of his flunkies constant failures and sent his most capable one to finally finish the job. Maybe with him close by to film the entire thing.

 _"But the blades…"_ They didn't look like something that came out of Prowler's utility belt. They looked like something Kraven the Hunter would be packing, but Kraven preferred hunting knives to the tactical variety.

When Peter reached the top, he thrust his arm out and aimed at where his attacker should be. "Hey man, if you wanted a slice so badly you could've just ask-!"

The web hit empty ground. _"Where did…?"_

His Spider-Sense flared and he looked up. There was a figure whose features were obscured by the sun, but Peter could see the glint of two swords in his hands, the outlines of sheathed daggers on his sides, and the spiked boots.

 _"He jumped right when I got to the edge!"_

"This is not a great way to say hello!" Peter shot two webs at the figure's face, only for the man to intercept them with his swords. His webs hit the blades, but his attacker dropped them before Peter could throw him off balance and raced towards him. "Too fast!"

The swordsman brought his right foot around for a swift roundhouse kick. Peter raised his arm to protect his head.

He bit back a grunt of pain. _"Damn it! Those spikes aren't for show! They're actually sharpened!"_

Rather than focus on the newly-created holes just below his wrist, Peter grabbed his attacker's foot with his right hand and threw him into the alleyway. He side flipped after him, landing in a crouch.

His attacker recovered just as fast. He twisted his body to plant both feet on the wall before jumping to the adjacent one. He wasn't sticking to them, instead using the surfaces as launch pads so he could slow his descent. In seconds, the man had skidded on the ground.

Now that Peter's lenses had adjusted to the darkness, he was finally got a good look at him.

He checked every box on the 90s anti-hero list except for the trenchcoat. His scraggly black hair hadn't seen a barber in months, while his skin was almost as pale as Tombstone's. Bandages wrapped around the top half of his face, covering all save his eyes and the red bandanna tied around his forehead. Peter couldn't help but note that the guy didn't have a nose.

Underneath his sharp chin was a tattered, blood red scarf that fluttered in the wind, resting above as sleeveless black top and gray body armor. Strapped to his sides were two rows of knives. His belt contained even more daggers waiting to be thrown. His black pants had various pouches that were probably filled with even more sharp instruments and matched his steel-toed combat boots.

As expected, the toes of the boots bore small metal spikes.

The man's arms were wrapped in bandages and his hands hidden by black gloves, completing the edgy, brooding look of Peter's new opponent.

"Hello, handsome," Peter said, pulling down his mask. "I don't think we've met. Usually, people have to be on a first-name basis before they try to kill each other."

"Prattling on to calm yourself." The man's voice was deep, each word deliberate and dripping with contempt. "I shouldn't be surprised. I figured as much, watching you for all these months…"

"Ooh, an admirer! Have to say, I'm flatter-"

Peter had to act fast to clap his hands onto the blade that was thrown his way, the tip just inches from his face.

"You want to know my name? Fine. You deserve as much." Peter tossed the knife away and saw the man unsheathing two blades. "You can call me… Stain."

Peter then got a good look at his eyes.

They were bulging, bloodshot, and filled with that familiar look of madness.

"And I'm here… to finally eliminate you, false Hero!"

* * *

It had been a long time since the man once known as Chizome Akaguro faced down a Vigilante.

Years ago, he faced the ones known as Knuckleduster and Crawler, to whom he owed his thanks for his current calling. The years since have been spent training, pushing himself to his limit to create a new fighting style that complimented his Quirk. He trained with more than just a sword. He learned to use knives, daggers, and his own limbs as weapons. He knew how to switch on the fly, how best to make his opponent bleed, and how to blend into the shadows the damn fake Heroes saw fit to ignore.

It was all done… so he could purge this world of them.

The fakers, just like this one who wore the face of their bastard father.

"False Hero?" The Spider-Man asked. He was already waiting to spring away at a moment's notice, his rambling a disguise for his intent. "Look, pal, I know that there has to be a special license and you're just doing your job, but this level of enforcement is a bit extreme! I mean, if I need to pay the fee I left my wallet in my other..."

Stain charged in a crouch, holding his daggers in a reverse grip as he honed in on Spider-Man. "Don't insult me." He swiped at the false Hero with his right arm. Predictably, the man jumped over him. "As if I would ever align myself with an organization that funds this broken society!"

"Sheesh! Touchy!" He could already hear the faint hiss of Spider-Man's web-shooters. Rather than waste time turning around, he jumped up to avoid the material. He twisted his body to the left to fling his right knife at the Vigilante. "Okay, so am I fake because I'm not part of your exclusive club? Because, honestly, I don't think I can stick to your dress code!"

Stain could see that the faker was moving his body to his right to avoid the knife. As he predicted, the knife embedded itself in the side of the dumpster and Spider-Man was launching another web towards him.

 _"He can already tell I'm too fast for his usual tricks, so he'll switch things up and start throwing the toys."_

The web missed him as Stain landed, but he was already rolling to the right as Spider-Man pulled back a trash can. It flew past his left, and Stain decided to throw up his left leg and kick it as it passed by.

 _"But that's the flaw in your fighting style…"_

The false Hero let go of his line when he saw that the can was coming in too fast for him to circle it around and throw it back. But before he could realize it, Stain was already following behind the can.

A true Hero would have let the can hit them. What if there was a civilian who just used the side exit for a quick smoke?

But this man wasn't a true Hero, and that's why he knew this ploy would be effective.

"...When you throw around such toys, you let your attention wander!"

He aimed his left dagger at Spider-Man's right side, the faker's mechanical eyes widening in alarm.

But he raised his arms and jumped up, taking refuge on the brick wall above him.

"That damn danger sense…" Stain glanced up. His shortsword was hanging precariously beneath the fire escape of the roof they leapt off of. _"It still has a strand of web attached, but it's hardened by now so it should be fine."_

"Thanks for the warning, but I've been at this longer than you!" Stain jumped to the ladder of the fire escape and quickly scaled it. "By the way, I've been meaning to ask, what kind of name is Stain?" He felt Spider-Man land on the walkway and ducked a kick from him. He switched his grip on the dagger and punched upwards, only to click his tongue as the faker avoided it by a hair's breadth.

"You'll find out soon enough!" Stain leapt up the stairways of the fire escape, the jungle gym of steel providing him the perfect cover from the faker's webs.

"Is it because you stained your shirt all the time as a kid? It's not a big deal! I had the same problem myself!"

He didn't let Spider-Man's words get to him. He had been watching videos of the Vigilante for months. The little jokes he made had a dual purpose.

Part of it was to calm himself in the face of overwhelming odds.

The other part was to anger his opponents, to make them think he wasn't taking them seriously. This led those wannabe Villains to make mistakes and allow themselves to be beaten easily.

"But, let's be real here: Why are you after me?" Spider-Man asked when Stain reached the top of the fire escape. "I don't remember doing anything to piss you off!"

 _"Why? He wants to know WHY!?"_

Fine, he can learn as Stain ended his life!

"It's simple!" He grabbed his blade, jumping from the roof's edge to the adjacent building. Spider-Man twisted his body as Stain jumped back to the top of the fire escape. "Your every action disgraces the word Hero!"

Stain grabbed the end of the web line with his left hand and brought his sword over his head. "Ever since you first appeared, you've acted solely for your own self-interest! Instead of doing what is noble and pure, your dirty it with your selfish acts!"

"What the hell are you talking about!?" Stain brought down the sword and threw the web at a curve around the retreating Spider-Man at the same time. His sword carved through the steel in a shower of sparks. "I didn't...!"

"As usual, the fakes are blind to their own faults!" He vaulted over the handle, circling around the faker and grabbing the flying web. With a quick tug, Stain caught Spider-Man from the back and reeled the Vigilante in. "You only seek to end fights quickly for your own sake! Not others!"

Stain grinned as he shifted his blade, cutting thinly on Spider-Man's right side.

 _"Finally!"_

He grunted as Spider-Man recovered and knocked the blade out of his hand. "Oh great, just what I need! Lessons from an edgy Ninja Turtle!" The Vigilante kicked Stain into the handlebars, bending them back thanks to the cut he made before.

He twisted his body and grabbed the edge. Spider-Man was already untangling himself from the webs, so he would only have a few seconds.

But that was more than enough.

"How many civilians were hurt while you fled from the Prowler? How much property was destroyed just so you could save your own hide!?" Stain shouted at the faker, who paused and stared at him.

"W-What…!?"

"You think I wouldn't notice from the videos of your little chase!?" Stain reached out with his right hand and grabbed his sword, swiping at the man's feet. As expected, he hopped over the arc but cutting him wasn't the goal in any case.

He already did it.

Stain let go of the edge and fell back with his sword in hand. He could already see the Vigilante jump after him his hands clenched into fists.

His anger boiled once more, remembering all the videos he watched on the fight.

Especially the rare one showing how it all started.

"You weren't chasing after that Villain! You were running with your tail between your legs, allowing your fight to go into the street and endanger countless others!" Stain brought his sword close, seeing the crimson liquid streaming down the edge.

He let his tongue roll out and licked it.

The coppery taste assailed his tongue as always, and he could feel a small pulse as he felt Blood Curdle do its work. He was used to all that, but something different happened.

His tongue… it felt like he dipped the entire thing in hot sauce.

It burned, and he could feel the tip throb in protest. _"What's going on? How is he doing this?"_

Well, it did not matter.

He could already see the faker's body was tensing up, freezing for a second and going limp as he fell with him. "W-What the..!?"

Stain grinned as he took out a dagger from his belt with his right hand.

The fight was now _his._

"And it's not only that!" Stain caught onto the edge of the second floor's fire escape with his foot, slowing his ascent. He turned his body to the falling faker, who was still trying to comprehend what was happening. "All these new villains appear and you only stop what's in front of you!"

He sunk the dagger's blade just below the right shoulder blade and let go.

"GYAAAH!" The faker's delicious screams of pain filled the air. His chipped blade whistled as he swung it down. He would take the bastard's head off just below those damned white eyes!

 _"This is the end!"_

His breath hitched when only the top part of the mask tore and a shallow line appeared on the flesh.

 _"Did… did his head move?"_

No, that was impossible! Not even people with type O blood could recover that quickly!

 _"I must have misjudged the angle."_

The fake landed onto the hard ground, moaning in pain. Stain jumped off the fire escape and landed a few feet in front of him.

"The deeds of a Hero are no more than an inconvenient chore to you!" Stain approached slowly. He twisted his blade so it would glint in the little light the alleyway provided. "That's why… to cure this twisted world of another false Hero… I will kill you."

"Y-You're insane!"

Oh, that tired quibble. It was only the tenth time he heard that little chestnut. It was as if they all thought they were the first one to say it.

He wasn't blind to the mewling masses' scorn. To them, he was just a lone madman. A glorified serial killer that killed or crippled their precious Heroes.

They said those things because they were blind. Because they wouldn't let themselves see how their so-called 'Heroes' were nothing more than self-absorbed glory hounds!

"It matters little what you think." Stain stopped before him, his sword raised to execute yet another false Hero. "All that matters to me… is that true justice is fulfilled!"

"What's going on here?"

Stain paused and turned his head to see that another faker was in the alley. A woman with short blond hair wearing a garish one-piece yellow spandex suit with mirrors adorning her white belt that had a cartoon sun for the buckle.

"R-Run!" Spider-Man cried. "Go get help!"

Her eyes widened at the sight of him and the faker. "I-I know you! You're the Hero Killer, Sta-!"

He didn't give her enough time to finish.

Stain dashed toward her drew a dagger and flung it at her. Although she moved to dodge, its edge nicked Solarflare's jugular vein.

Blood spurted out as she fell on her back, desperately trying to halt the bleeding.

She would be dead in a matter of minutes.

"NO!" Spider-Man shouted, his eyes widening in horror. "Why!? She wasn't… she had nothing to do with this!"

"Because she was another fake." Stain walked to his former position at a leisurely pace, casting a glance at Solarflare as she bled out. "Did you know she is an addict? Heroin… she uses her earnings as a Hero to fund her sick habit. Oh, she hides it well and her office covers for her, but a damn junkie all the same who uses this noble work to fund it." He motioned to the woman. "I had to do it."

"Liar…" Spider-Man groaned. "Didn't… have to do anything!"

Stain clicked his tongue in annoyance. "Of course you wouldn't understand. Nobody does."

He could afford to talk. Even if Spider-Man had type O blood, it would take him a while to recover. Enough for Stain to make it clear why he was doing this.

"This world… it is Hero-obsessed. Surely you noticed it." Stain pointed at Solarflare. "Once, it was filled with Heroes seeking to end the chaos that plagued the land. Their aspirations were noble, helping those because nobody else could." He sneered.

"But now… Heroes are nothing more than commodities! Brands to sell products, their fights nothing more than spectacle to impress sponsors! They seek to climb up the ranking solely for their own profit! This world… is twisted! These 'Heroes' disgrace the word. All Might is the last 'true' Hero amongst their ranks!"

Well… at least until that Midoriya boy got his license, but he would require close monitoring to ensure he wouldn't be corrupted.

"I tried to tell them all, to beg for everyone to see this sickness plaguing Hero Society! But nobody would listen." Stain nodded. "Someone had to do something! So I volunteered. It became my duty to cut out the blight, one faker at a time, so true Heroes would rise from their corpses!"

"Oh yeah, great plan," Spider-Man growled. "'Kill the bad guys'... if only it were so easy to solve society's problems."

"It doesn't matter how long it takes or how much blood is spilled… I will complete my mission." Stain paused as he glanced at the downed Spider-Man impersonator. Blood ran down his forehead and flowed from the dagger in his back.

"Tell me… do you know why I hate the costume you wear?" He didn't answer. "It is the crystallization of everything wrong with this twisted society! The idea that a 'Hero' could dare to put themselves before others!"

He pointed at Spider-Man.

"Spider-Man is not a Hero! He never was! He was a selfish coward who only acted to alleviate his own guilt! Making mistakes, time and time again, and never throwing away his parody of a Hero's costume despite all the innocents killed because of him!"

He remembered reading the old Western comics that inspired the Heroes he had admired. From the Golden Age to the Silver Age, from Superman to Captain America as he originally was, were all noble and pure. They defended the innocent and fought against Villains solely because they had the power to do so. They did not doubt themselves, and their civilian identities were secondary compared to their virtuous exploits. They inspired those who read them to do the same. To be better and save the day, because they had the power to do so!

Then along came the 'Marvels'. The Fantastic Four, who quibbled amongst themselves while acting as aloof scientists, a hotheaded teen star, and a self-pitying monster. Iron Man, who made his suit solely to enact revenge on his captors and wage war. The Hulk, a destructive monster with a feeble human identity who caused more damage than he was worth.

All of them, horrible little fakers who considered their personal goals more important than what was right.

But Spider-Man was the worst.

A weakling who obtained incredible power and decided to use it for self-profit.

One who let a criminal get by just because it would've inconvenienced him, and only caught him later for personal revenge!

A 'Hero' who briefly considered crime and only turned away on the possibility he would get caught!

A fake who runs away from fights when he hears his sickly aunt has fainted and bemoaned his powers when it inconvenienced his personal life!

A false Hero who constantly imagines injuring his tormentor with his amazing powers and takes joy in his fights.

A selfish, narcissistic, _nobody_ that soiled the notion of Heroes themselves!

A bastard symbol that indoctrinated generations, paving the path for the fakers of today!

"HE'S THE REASON WHY THERE ARE SO MANY FALSE HEROES!"

Now, the faker knew why he had to die. He understood the magnitude of his transgressions and the purpose behind Stain's crusade.

Finally, someone fully understood...

"You done?"

* * *

Peter ignored the pain in his back and put in as much strength as he could into the punch he threw.

The psycho was already turning around, shock written all over his face. Obviously, whatever power he had required him to lick the blood of his victims to paralyze them temporarily.

 _"My altered biology must've thrown his power out of whack."_

But he wasn't going to spend time thinking about that.

All that mattered was ending this.

Peter's fist collided with Stain's face. He could feel every fracture in Stain's jaw.

The 'Hero Killer' wheeled around from the blow, spinning as a piece of his flesh fell onto the ground and his blood stained the walls.

Peter only let loose on people he could handle it, lest they die from the shock of taking a punch with the force of a mortar shell.

But he had a feeling the fanatic could take it.

"GYAAAH!" Stain clutched what remained of right cheek and sagging jaw. "My fash! You… You…!"

Peter took off his torn mask and ignored his stinging forehead. It was already scabbing over.

He gazed at the madman who had tried to kill someone in front of him and succeeded several times before all this. His words reverberated in Peter's skull.

 _"You only seek to end fights quickly for your own sake! Not others!"_

 _"How many civilians were hurt while you fled from the Prowler? How much property was destroyed just so you could save your own hide!?"_

 _"All these new villains appear and you only stop what's in front of you!"_

 _"It is the crystallization of everything wrong with this twisted society! The idea that a 'Hero' could dare to put themselves before others!"_

 _"Spider-Man is not a Hero! He never was! He was a selfish coward who only acted to alleviate his own guilt!"_

 _"HE'S THE REASON WHY THERE ARE SO MANY FALSE HEROES!"_

"You're right, you know."

Stain's delirious eyes froze. He gaped as if Peter were some bizarre lifeform.

Peter glanced at his mask, his mouth pursing as he remembered.

Uncle Ben, Aunt May, George and Gwen Stacy, Harry…

So many people died because of his mistakes.

"I screw up a lot, I focus too much on my needs, and sometimes I give up when the going gets tough."

All the times he threw away his costume, vowing never again, only to pick it back up.

How many people would have been saved if he just left the damn thing in the trash? That was a question he asked himself constantly.

"That's not how a superhero should act. Hell, I don't consider myself a superhero. Not really."

Peter dropped the mask to the ground.

He didn't even glare at this sad man with a twisted view of the world.

He briefly wondered what kind of life Stain lived to lead him to the conclusion that only by killing 'false' Heroes could an outpouring of 'true' Heroes happen.

 _"What a sad fool."_

"To be perfectly honest… I could've done without the colorful costume and villains."

Stain almost dropped his sword. "You'rsh him, aren't you? You're really…?"

Peter didn't even dignify that with a real response.

"You're right. I'm not a Hero. I'm just a guy trying to do a little good." Peter cracked his knuckles. "Come on. Let's finish this."

Stain didn't react for a few seconds, only staring at Peter disbelievingly.

Then he _screamed._

 _ **"SSSPIDER-MANNNNN!"**_

Stain charged at him, letting go of his face to reveal his open cheek and partially dislocated jaw. His lips had _burst_ from the punch, turning his mouth into a red and black rose petal of hatred and insanity. He snatched one of his short swords from his back, holding both the long and short blades in a reverse grip.

 _ **"YOUR FAULT! THIS WORLD ALL YOUR FAULT!"**_

He spoke well for a man with practically no mouth.

Peter jumped back and avoided his flurry of blades. Stain's swings were becoming unfocused, his rage transforming the calm killer into a maddened beast.

That suited him just fine.

"Tell me, how many Heroes have you killed just because they weren't up to snuff?" Peter shot a web, hitting Stain squarely in his left palm. He jumped onto the wall to his left and pulled the Hero Killer to the adjacent one. The solid brick buckled as Stain slammed into it.

"Plenty! Because they were not realsh Her-!" Peter was tired of Stain's rambling and kicked him in his right shoulder.

He could hear bones snap and knew that the arm would be useless now.

"How many lives did those Heroes save?" Peter backflipped and launched a web at Stain's left hand, binding it to the wall. In the blink of an eye, he did the same to Stain's feet. "Have you ever stopped to think about their families? The people they could've saved if you had just left them alone?"

"All they cared about was money and fame!" Stain slurred out, shifting his body so his limp right arm could try and stab at Peter's head. "They were worthless!"

Peter grabbed it by the wrist without even trying.

"And what the hell have you done?" Peter crushed the bone. The Hero Killer wheezed as his short sword clattered against the pavement. "Nothing. You never gave a damn about what you preach because playing judge, jury, and executioner was easier than putting in the effort to actually help others. Your little 'crusade' was for your own gratification and nothing else."

Peter, for an instant, could see who Stain reminded him of.

Frank Castle. The Punisher, waging a one-man war on crime. Killing all in his way, separating people into 'non-combatants' and 'the enemy'.

"And, you wanna know something? I've known The Punisher for _years_ , and despite everything he's done… he never tried to excuse himself by saying his mission was to create a better world."

"Shut up, you damn hypocrite!" Stain screamed. "And what the hell are you doing?! The only reason why you even dare call yourself a Hero is because you had the opportunity to save your uncle _and didn't do a thing!_ "

Peter closed his eyes.

The burglar running past him, Peter not doing anything because his head was full of teenage arrogance and stardom, and brushing off that security guard because the man criticized him.

Uncle Ben dying…

"Yeah. But at least I'm trying."

Peter raised his right fist.

"NO! YOU CAN'T!" For the first time, Stain's madness had been supplanted by fear. "YOU CANNOT DEFEAT ME! ONLY HE… ONLY ALL MIGHT CAN…!"

"And that's all us Heroes do, even All Might. We keep trying in spite of all our mistakes and faults…"

His fist met the side of Stain's head, which whipped to the right, and satisfyingly, nodded down. His eyes rolled back and his body slumped forward.

"...because we're only human."

At last… the fight was over.

* * *

Naomasa Tsukauchi looked at the figure hanging below a lamppost in a web cocoon.

Everything below the neck was covered and right cheek had a makeshift 'Band-Aid' of webbing that was already stained red. Even his mouth was covered by the same webbing.

But Neomasa could recognize the mask as described by his various victims.

"The Hero Killer Stain…" Naomasa muttered to himself, ignoring the muttering of the crowd gathering behind the police barrier. "To think, after all this time, one of your targets finally got the better of you."

He noticed a piece of paper that was attached to the Villain's midsection. Taking it off by the corner, he read it aloud.

 _ **Gift-wrapped this psycho just for you! Would've stuck around to get a pat on the back from you boys in blue, but someone needed immediate medical attention!**_

 _ **-Your Friendly Neighborhood Spider-Man**_

 _ **P.S. Make sure you keep a muzzle on this guy. He LOVES the sound of his own voice.**_

Bloody fingermarks were left along the sides.

"Detective?"

Naomasa turned around and held up the note to the officer behind him. "Get this marked as evidence. Have the blood analyzed, and get any officers or Heroes to the hospital closest to here!"

"R-Right!"

As the rookie fumbled for an evidence bag, Naomasa turned back to the unconscious Hero Killer.

Even if he had beaten the Hero Killer, the Vigilante did not walk away unscathed.

 _"If we don't get him now, he'll die!"_

While he may disagree with Vigilantes, while he may think them little different from the Villains they caught… he could not help but feel grateful.

This 'Spider-Man' had ensured that no other Heroes would suffer from the Hero Killer's mad quest.

And he would show his gratitude… by making sure the man survived!

* * *

Peter watched as the doctors wheeled the Hero to the emergency room, shouting at each other in various bits of medical lingo.

Once he had webbed up Stain and written his short note, he had swung the superhero to the nearest hospital while webbing up the wound to temporarily stop the bleeding. He didn't know if it would work, but he had to try.

He could still hear her heartbeat when he arrived, so she was still alive at least.

"-ir!"

 _"If I had recovered quicker… if I had just stopped that guy right away and gave it my all… she wouldn't have…"_

"S-r!"

Peter blinked, noticing the nurse in front of him for the first time. _"A-All I did was blink! Don't tell me… blood loss…"_

"You need medical attention too!" The nurse was obviously scared out of her mind. "The knife in your back…! That cut…!"

Peter looked to his side. The area where Stain had sliced him hadn't stopped bleeding, and his pants were now soaked in the stuff.

 _"And I can't pull out the knife. Not yet…"_ Peter grimaced in pain. _"A-And I can't get medical attention here! If I do…"_

Peter waved his hands. Triple vision wasn't a good sign. "N-No…! I-I'll be fine! Trust me…" Peter turned around and began limping to the exit. "I've been… hit… way worse than…"

His legs gave out. A cold chill washed over him.

"Doctor! Doc-!"

The nurse's voice grew as distant as Peter's vision grew dim.

 _"Damn it…!"_ Peter's eyes began to close. _"Need to… get up… come on Parker…"_

It wasn't happening.

He was going under.

 _"Izuku… MJ… Mayday…"_

Everything went black.

* * *

 **To Be Continued...**

* * *

 **Notes:** **Gotta love that my fear of heights and claustrophobia when on an airplane is such a great motivator to write! Thanks also goes to reppuzan for making this chapter possible through his beta reading and additions!**

 **Now, before you ask _YES_ , this takes place while Izuku's at school and him and Bakugou are kicking the crap out of each other. **

**This confrontation was a long time coming. I've wanted to write Stain taking on Peter for a while now. Stain is an interesting but extremely disturbed character, who's mission statement does make sense but is ultimately skewed and biased. Plus, y'know, he's also insane which is why he pretty quickly accepts the fact that Peter is the real Spider-Man.**

 **I also wanted to crystallize what I love about Spider-Man. While everyone loves the MCU version and I think he's fine for what he is, I always thought he was missing something that made Peter such a compelling character. People are thankful that we don't have to go through an origin story again and I certainly don't want to see Uncle Ben shot for the umpteenth time, I feel people discount how the tragedy shaped Peter and focus too much on the "Fun" stuff. While Spider-Man is fun, and I enjoy the freedom and gadgets and stuff, ultimately Peter's story is about an ordinary guy like you and me. One that made a huge and selfish decision, payed for it, and is trying to make up for it by doing as much good as he can. He struggles, he fights, and he never gives up despite how easy it would be.**

 **He won't always make the right choice and he won't always succeed, but he's trying.**

 **That's what I feel makes the core of Spider-Man, and I hope this chapter made that clear.**

 **Anyways, hope you all enjoyed this! Make sure to visit the story's TV Tropes page and feel free to add to it.**

 **Also, please leave a review and let me know how I'm doing!**


	13. Issue 12 - From the Depths of Defeat!

_"My head…"_

Katsuki's head felt like it'd been in a hydraulic press, leaving a dull ache that he couldn't help but focus on.

Not that it was the only thing hurting.

His jaw stung whenever he moved it. His stomach and lungs felt like they would burst every time he took a breath, while his arms and legs had the distinct privilege of feeling as if they were being stabbed by hundreds of needles.

It was worse than any ache he got from an intense workout, or the few times he sparred with his mom.

It was embarrassing, but he wasn't going to some fancy-schmancy fighting class and despite being an annoying hag, his mom knew how to throw a punch.

He never forgot the first thing she said to him before they began.

 _"If you can't take a punch, Katsuki, you sure as hell aren't going to be a Hero. I had to take a few shiners when I was a kid, and what I'm laying on you now is gonna be peanuts compared to what Villains throw at you."_

She still sent him to a few combat courses, but Katsuki only really learned how to fight from his mom.

 _"Still, hard to believe fuckin' Deku did this to me…"_

Katsuki's eyes snapped open.

"DEKU!"

His aching head began to throb when light entered his vision again.

"WHOA!" Katsuki turned his head to the left to see Headphones lifting her head slightly off the floor to look at him. "Holy crap, you're awake!"

"Great freakin' powers of observation, Headphones!" He wouldn't give her the satisfaction of hearing his moans of pain. He slowly began to sit up…

 _"YOUNG BAKUGOU!"_

He screamed and the pain from his headache went up a couple of notches. He reached up to tap on his earpiece to tell All Might that _yes_ he was alright, that he didn't need to keep harping on him, and for everyone to _please_ give him a couple seconds of peace and quiet before he went to finish things with Deku.

But he noticed something as he sat up and tried to bring his right hand to nurse his forehead.

His hands were bound by a very familiar piece of tape.

No.

No way.

 _"NO GODDAMN WAY!"_

"YOU'VE GOTTA BE KIDDING ME!" Katsuki shouted in anger, raising his arms over his head and waving them. "What the hell did Deku do to me!? How the hell did that nerd knock me out!? I'll kill him! I'll freakin' ki-!"

"Oh, will you give it a rest already!?" He turned his attention to Headphones, who was glaring at him. "Midoriya knocked you out fair and square! We ambushed you and he hit you before you even knew what was coming, so accept it and chill until this thing is over."

Katsuki wanted to shout at her, to argue how he didn't lose and she shouldn't have even gotten between them.

But he wasn't blind to reality.

His wrists were bound with capture tape.

He really _was_ out of the game.

"Damn it…" He slammed his clenched fists into his lap, ignoring the protests of his aching muscles and bones. "God damn it!"

It had been going great just a couple of minutes ago. He had managed to get the drop on the nerd, showing that it didn't matter if Deku had all those stupid Quirk powers. That despite what he thought, Deku still wasn't anywhere near his level. Katsuki wasn't afraid to admit he took some pleasure in finally letting all that shit that had been building up out.

Then Deku got his second wind, and everything went to shit. He started spouting a bunch of crap Katsuki didn't understand, punching and kicking harder than before. Every word Deku said seemed tailor-made to piss Katsuki off somehow.

 _"But why the hell did I let it get to me?"_

He didn't care about what the extras from his old school thought. He never did. He didn't give a shit if those two wannabes stopped hanging out with him, that all those laid-back denials to his superiority turned into real sneers. Who cared if a bunch of idiots who never amounted to anything posted stupid videos online? They probably didn't have a life!

Katsuki Bakugou never gave a shit about what other people felt.

So it shouldn't bother him now.

 _"And the sad part is… I've always admired you! You're everything I wanted to be! And in spite of everything you've done to me… I've always been your friend, Katsuki!"_

Katsuki scowled.

 _"Fuckin' Deku…"_

 _"Young Bakugou, are you feeling ill?"_ All Might asked from his earpiece. _"Are you nauseous? Do you feel anything similar to vertigo? Are there issues with your vision or…"_

"Gah, stop it!" Katsuki shouted back. "I feel fine! Deku didn't hit me _that_ hard." Come to think of it… he didn't remember Deku punching him in the head or anything! "Wait, what the hell did that nerd do to me? All I remember is that weird electricity dancing around his arm…"

"That would be his Venom Strike." Headphones seemed to enjoy the fact that he didn't know what the hell she was talking about. "Midoriya told me about it. Apparently, it lets him knock anyone out, but he can only use it once a day.

He processed this for a couple of seconds.

"ARE YOU SHITTIN' ME!?" Katsuki screamed aloud to no one in particular. "Just how many damn Quirks has that nerd been hiding from me!?"

"He wasn't hiding it, you idiot!" Headphones snapped back. "He was afraid he would seriously mess you up if he used it on you, which is impressive considering how you wanted to blow him to kingdom come!"

"Aw, shaddup! I knew that nerd would be able to dodge it! I wouldn't have used it on some weak asshole who didn't have any survival instincts!" Seriously, did these idiots think he was _actually_ trying to murder Deku? He wasn't stupid! "And if you're going to talk shit about me, stand up and say it to my face!"

"I can't, you idiot! When you threw me down that hole, I landed on my back! It still hurts like hell right now!"

Katsuki turned his head away, an inkling of shame washing over him. "You should've turned to the side on the way down."

"Well, I didn't exactly train for midair acrobatics like you." Headphones let out a tired sigh. "I'm just glad it didn't get too bad until after you slammed me down again."

"Yeah, so you and Deku could ambush me." Katsuki scowled. "It was just between me and him. You didn't need to get involved."

"I kinda had to if I wanted to win this thing, so don't get all huffy because you fell for it." She smirked. "Twice."

Well, the chick had guts. Katsuki would give her that. _"And a mean uppercut."_ He lightly touched the bruise on his jaw and winced. "Whatever. Just don't talk to me until this is over."

"Back at you."

Katsuki glanced at the ceiling.

He hated this. Not only had Deku managed to get the drop on him, but now he had to pin his hopes on someone else.

 _"You better not screw this up, Ponytail. Not after I softened him up."_

* * *

"What on Earth is he doing down there?"

Momo took another bite out of a chocolate chip granola bar and leaned against the cannon she had created only a few moments ago.

While she had barred the windows and door, there was no guarantee that they would last. With Midoriya's Quirk, it would only take seconds for him to break through.

But a second was all she needed to fire her cannon.

She glanced at the cannon that had taken so much out of her. It would be able to fire consecutively so long as she was able to reload it, and with her arm length that would only take five seconds. Two to reload, two to aim, and one to fire. The swivel mechanism she put under it would allow her to aim it anywhere in the room.

It helped that the thing was in the center.

She glanced at the four corners of the room. One of them had the bomb, but she had covered it with a thin black blanket. It covered the bomb completely save for an inch off the base. While it would have been smarter to make the blanket thicker and have it pooled at the bottom, she had to cut corners somewhere.

 _"Between the metal bars, the cannon, and chicken wire mesh, it's a miracle I didn't get lightheaded."_

She had created three replicas with the mesh and placed the few wooden boxes and oil drums in the room carefully enough that it would be impossible to tell them apart at a glance. Sure, the illusion would be broken if one got a closer look at them.

But she wouldn't be giving Midoriya that opportunity.

And if he approached, he would be in for a surprise.

 _"Still, it would've been easier if Bakugou had helped."_

She had tried to get updates from him throughout the exercise, but the boy kept ignoring her.

Then a huge explosion rocked the building and nearly knocked over several of the decoys. She had asked Bakugou what was going on down there, praying that he wasn't the cause all the while.

His response?

 _"Shaddup! I'm the one fighting both these losers down here, so quit naggin' me! You don't hear me questioning what the hell you're doing up there!"_

Momo sighed, her shoulders slumping and head lowering. "Why couldn't I have gotten a more cooperative teammate? If it had been anyone else…" Her mind flashed to Mineta and Kaminari. The looks they gave her clued in even someone as socially awkward as her to their thoughts. "Okay, almost anyone else."

This was not how a partnership should work. It was tactically sound to give as little information as possible to keep the enemy from overhearing them, and it was doubly important due to Jirou's Quirk. But Bakugou was unwilling to even give her the gist of the situation.

What if Jirou or Midoriya had slipped by him? Would he have even told her, or would he try to fix his mistake all on his own regardless of how she factored into their actions?

"All Might is probably going to talk about it once the exercise is over." She groaned. "And how I just let him leave…"

This was the textbook definition of a failed team-up. If this situation had been real, the Villains would have beaten the explosive teen and have gotten to her already. All without Momo knowing what had been going on a floor or two below her.

She took one last bite of her granola bar and placed the wrapper in the pouch she designated to hold her trash. It was nearly bursting with wrappers already, and she had to force the magnetic latch shut.

 _"If it hadn't been for those things, I wouldn't have been able to produce as much as I di-"_

She heard it first. The sharp cracking of concrete and the bending of steel.

Momo knew she only had another two seconds to react. She gripped the trigger with her left hand and steadied the barrel with her right. She turned the cannon toward the center window, the hinges supporting the steel beams creaked and snapped as the concrete beneath was torn from the wall.

As the dust cleared, she saw Midoriya with both of his feet planted on the now destroyed window and barrier. She saw his 'eyes' widen as he took stock of the room and her preparations for him.

 _"Seems like Bakugou failed."_

Momo noted the bruises and cuts on his face as well as the patches of blackened fabric on his costume.

 _"But not before getting a few punches in."_

With Jirou nowhere in sight, she would have to assume that the girl was either waiting outside for an opening or had been taken out by Bakugou.

 _"Well, no matter."_ The calculations for dozens of potential projectile trajectories sped through her brain, and as the most optimal degree was established she took aim. _"Because… I am not letting you win, Midoriya!"_

With a swift tug, the cannon fired with a puff of smoke and a sound so similar to her teammate's Quirk.

* * *

Izuku's Spider-Sense gave him a millisecond of warning after he crashed through the window's metal bars.

He had only another millisecond to react to the sight of Yaoyorozu pointing a cannon at him and firing.

 _"Ohcrapohcrapohcrapohcrap!'_

Time slowed down just enough for Izuku to see the ball explode into strands of capture tape. While half of them would fly right by him, the other half would be more than enough to turn him into a mummy.

Thankfully, this newfound fear gave him the not-quite perfect way out of this predicament.

Izuku felt his body vibrate and his vision was filled with a flurry of psychedelic colors as the blizzard of tape flew through his glitching form. He bit his lip to focus less on the feeling of vertigo and the acidic taste in the back of his throat. _"She was ready for me!"_

But that made sense. Kacchan had kept him and Jirou busy, leaving Yaoyorozu enough time to prepare for any possible assault on her and the bomb.

Once the tape slapped against what was left of the wall, Izuku landed in a crouch on the floor. The second he did so, he had to jump to the right to avoid another cannon shot that scattered into pieces of capture tape. _"She's like a well-oiled machine!"_ As soon as she fired, Yaoyorozu would load another shot and take aim while he was beginning his ascent. Before he could aim at the cannon with his web-shooter, she was already firing another tape cannonball.

He hopped back to survey the layout of the room again. Yaoyorozu had been keeping herself busy by making decoy bombs. _"And with those blankets, I can't tell the difference unless I get close!"_

He had seen her Quirk in action during Aizawa's exam, but all this proved how dangerous of an opponent she could be. He was thankful she decided to be a Hero and not a Villain.

 _"I can't get close to her! I don't know if she's got any traps laid out around her!"_ Izuku jumped to the ceiling as more capture tape landed on the floor where he was. _"I could probably get past them if I just started phasing while running…"_

He felt his stomach twist in protest and decided against that. He had already thrown up once today. He wasn't eager to do it again.

His only option was to go at the four 'bombs' one at a time until he found the right one.

Izuku jumped off the ceiling and raced to the bomb in the corner by the windows. The fingers of his right hand had just brushed against the black fabric when his Spider-Sense tingled.

He yanked his hand back, aimed it at the left wall and pulled. He winced at the sudden change of direction, but he made it just in time to avoid having multiple pieces of capture tape slapped on him.

"That was close…" He landed above the middle window and watched as the tape splattered across the walls and the surface of the 'bomb'. _"Well, that eliminates one…"_ Yaoyorozu was taking the exercise seriously. She wouldn't risk damaging the bomb.

 _"Wait.."_ Izuku quickly scanned the room, taking note of both the corner he had just escaped, the 'bomb' to the left of the windows, and the one to the right of the door. She had fired at all of them when Izuku was hopping from one corner to the other. The ceiling, the walls, the floor, and in the case of the 'bomb' Izuku almost got trapped with directly at.

All except one.

 _"She's herding me away from the real bomb!"_

 _"You have less than two minutes, Hero and Villain! It's now or never!"_ All Might's voice shouted from his earpiece.

She was trying to run down the clock to win by default!

 _"But now that I know which one it is…"_ Izuku launched two webs from his hands, hitting the left and right walls besides the bomb. His muscles were on fire and the wounds he got from Kacchan throbbed, but he would be able to deal.

Before she could fire her cannon again, he pulled on the webs until they were taut. Once they were, he leapt off the wall and slingshotted himself towards the bomb. Yaoyorozu's shot skimmed his underside but failed to stick as they flew past each other.

 _"Close shave!"_

His feet hit the wall to the bomb's right and Izuku grabbed the black sheet that covered it. There was no time to be careful about this. It would only take a second for Yaoyorozu to recover and aim at him again!

But as he pulled, Izuku felt his head throb in protest. _"What? Why is…?"_

As the blanket was pulled back, Izuku saw the chicken wire rather than paper-mache.

Most importantly, a multitude of matryoshka dolls were wired to a metal box that had four English words on it.

 _FACE FRONT TO ENEMY._

"Oh…"

His instincts took over. He leapt back while still clutching the blanket. When he heard the pin come off the box, he threw the blanket in front of him. _"It's going to use most of my webbing, but it'll keep me in the game!"_

He fired web after web at the edges of the blanket, binding it to the walls and ceilings a storm of capture tape fluttered between the gaps in the web. "Come on, come on!" He shouted as he continued to plug the holes with more webs.

By the time he was done, the room resembled the lair of a trapdoor spider. Webs hung from the walls and ceiling. Bits of tape spilled out in strands and waved in the breeze. He could just barely make out the blanket as a black tinge within the tangled mess of webbing.

 _"I-I did all that…"_ Izuku checked his web fluid levels on his HUD. 'LOW' flashed in big red letters. _"That's going to be a prob-"_

His Spider-Sense flared just in time for him to feel the full force of a metal bar hitting his side.

He hissed in pain while turning to see Yaoyorozu with a metal pole in her hands. She crouched down, glaring at Izuku while tightening her grip.

Izuku rubbed his side and stumbled back. She had hit him in one of the many spots Kacchan had already struck, and in spite of his toughness, he could already tell that it was bruising. _"I can't let this drag out much longer."_ He looked anxiously at Yaoyorozu and saw that she was breathing almost as heavily as he was. Her skin was flushed from exertion, but he knew that she would beat him in a battle of endurance.

He was fresh from a fight while she wasn't. It was as simple as that.

 _"One minute left! Who shall prevail!? The Hero… or the Villain!?"_

At the sound of All Might's voice, Yaoyorozu made the first move. She jabbed at him with the end of her pole, which he easily bat away with his right hand. Izuku's Spider-Sense activated to warn him as the she spun the pole behind her and switched hands behind her back. He only had a second to raise his left arm to block the pole from hitting the side of his head. Yaoyorozu planted the end of her weapon on the ground before rushing forward and vaulting towards him with a flying kick.

Izuku backflipped to avoid the kick and rolled out of the way as the girl swung down with the metal rod. She swiped along the ground before Izuku could get to his feet, striking his knee. He bit back a curse while Yaoyorozu continued to advance on him.

It was relentless. He was supposed to be the one attacking, but he was constantly on the defensive. _"She must have martial arts training with all these moves! There aren't the attacks of someone who is improvising."_

While he was blocking most of her attacks, more of them were getting through his guard with every passing moment. A hit in the ribs, a tap on the shoulder, a stab at his midsection or knee.

His arms were being pumped full of hot lead. They were always moving a millisecond too slow, giving Yaoyorozu ample time to dodge or get a hit in.

He couldn't let loose like he did with Kacchan. He was too exhausted to rein in his blows. If he tried to go all-out, he'd definitely break something. _"But I don't need to hurt her! I just need to capture her! If I break that pole, it should give me enough time to bind her in capture tape!"_

He couldn't count on Kacchan not telling her about his webbing's weakness to heat, so it was capture tape or nothing.

Izuku saw Yaoyorozu slide her hands further down the pole, bringing it back to her side. She was preparing for another swipe to his right. _"That's my chance!"_

She swung, and rather than jumping or reaching out to block, he punched with his left hand.

It snapped in two at the point where his fist met metal. The freed half spun in the air as Yaoyorozu dropped hers. Her face showed how much that stung. Her wrists and palms were going to smart later.

This was no time to be nice. He snatched her wrist with one hand and reached for the capture tape in his belt with the other. _"I have to act fast! I have only a second before she knows wh-!"_

Izuku heard something click before he felt something cool and metallic around his wrist.

A pair of handcuffs had been clamped around his and Yaoyorozu's wrists. _"When did she…!?"_ Izuku didn't have enough time to think as Yaoyorozu kicked his legs out from under him. He let out a short cry of surprise before he landed on the ground and Yaoyorozu's knee dug into his back. She twisted his arm behind his back in an arm lock and he could see from the corner of his eye that she was getting out her capture tape.

 _"She planned this! She knew I would try and grab her wrists sooner or later, so she handcuffed me to bring me down while I was distracted!"_

Damn it! Even if he took the time to turn around, break the handcuff, and push her off, he would waste away the precious few seconds he had left!

 _"Ten seconds remaining!"_

Izuku took one more glance around the room and noticed a small gap between the bottom of the blanket and the floor.

The bomb to the right of the door didn't have any chicken wire, boxes, or oil drums on the bottom.

 _"That's it! That's the bomb!"_

He only had enough webbing for one shot and time was running out.

 _"I can't lose this now! If I do… then what Jirou-san did would be for nothing!"_

Izuku wrenched his arm free from Yaoyorozu's grasp and shot a web line to the wall next to the bomb. He pulled with all his remaining strength.

 _"Three…"_

The two of them were dragged along the ground at breakneck speed. Dirt and gravel ground against his body. Yaoyorozu fell on top of him, her chin hitting his head while his arm felt like it would be torn off.

 _"Two…"_

Pieces of gravel had somehow managed to get in his mouth and scrape his teeth. Maybe Peter was onto something when he told him to get a full-face mask.

He let go of the web and reached for the bottom leg of the bomb.

 _"One…"_

This was it. The moment that would decide everything.

He and Jirou had worked so hard to achieve victory. They fought and bled for this, and he had almost thrown their efforts down the drain.

The only way to redeem himself... was to get this thing!

He gripped the leg of the bomb hard enough to leave an imprint in it.

Blood rushed to Izuku's ears. He couldn't hear anything above the pounding in his chest. _"Did I… did I make it in time? Did he call time and I just didn't hear it!? Am I too late!?"_

After a brief, agonizing eternity, All Might spoke.

 _"TIME!"_

Izuku held his breath.

 _"Heroes… WIN!"_

* * *

 _"What the hell…"_

Katsuki grit his teeth as he walked beside Ponytail to the monitoring rooms. She was occasionally rubbing her chin but otherwise looked good as new. At first he thought that Deku went easy on her, but then decided that he just kept his distance.

 _"What the hell…"_

In front of them was Deku, who was giving Headphones a piggyback ride. They were talking, but Katsuki didn't really give a shit about what they were saying.

Probably just giving themselves pats on the back for winning.

 _Winning._

Despite all the effort he put into this, all the bruises he took, it was still not enough.

Somehow, Deku still won!

 _"What the hell…"_

"All Might is going to criticize our teamwork." Ponytail glanced to him. "I just want to warn you ahead of time. Please don't get upset when…"

"I really don't give a shit." He lied right to her face, but it was worth it just for the look of admonishment she flashed him.

Like he gave a shit what she thought about him.

 _"See, Deku? I really don't care."_

The nerd had only given him the occasional glance, but otherwise ignored Katsuki as they made their trip to meet their teacher and classmates.

Katsuki had many things he wanted to say. How this didn't mean anything. How Deku had just gotten lucky, and next time he would show the clear difference between them.

But was there one?

Was there a difference?

"DEKU-KUN! JIROU-CHAN!"

Katsuki's thoughts were interrupted by Round Face when she ran up to Deku and Headphones with Soy Sauce not far behind.

"A-Are you guys okay!?" Round Face asked, waving her arms wildly. "I-I know that's a stupid to ask, but still!"

"I-I'm fine, Uraraka-san!" Deku looked to Headphones. "It's Jirou-san who you should be worried about."

Headphones scoffed. "Hey, I know my back hurts and all, but I'm pretty sure I saw Bakugou kicking the crap out of you."

"Man, you two were really going at it." Soy Sauce scratched the back of head. "Seriously, I thought he was gonna kill you! That blast was just plain overkill!"

Katsuki growled. What was it with everyone and his attack? He was just doing what was needed to win! That's what Heroes did, wasn't it? Beat the Villains with overwhelming force and win? And what were they expecting? Him and Deku to play patty-cake to decide which team won? It was a brawl, and in a brawl you did what you had to do in order to come out on top.

Before he could shout at Soy Sauce to shut up about things he didn't know, he felt a firm hand on his shoulder. "Young Bakugou…" He turned to see the smiling face of All Might. "What's done is done. Now is the time to hear what others think of your actions. Think of this as a learning experience to make you a better Hero in the future."

Katsuki didn't say anything. What needed to be said? All Might probably made up his mind. _"You were too violent, Young Bakugou! Your explosions caused too much structural damage, Young Bakugou! You placed your opponents and teammate's lives at stake, Young Bakugou!"_ Katsuki walked to the other extras and stood next to Shitty Hair.

"Hey man, you were pretty intense in there!" The red-haired teenager grinned while scratching his cheek. "I mean, it's manly that you were giving it your all. So while it got kinda brutal near the end, I just wanna say it's going to be hard to compete with you guy's ma-!"

Katsuki growled and looked away. He wasn't in the mood to listen to Shitty Hair's nonsense.

But it was nice that _someone_ realized that you couldn't go easy just because this was a school.

"Man, what crawled up his butt?" He heard See-Through whisper to someone. "I mean, Kirishima-kun was complimenting him!"

"I don't think it's a good idea to talk bad about your classmates behind their back. Especially when they're two rows in front of you." Tail Guy replied.

See-Through huffed."You're no fun."

"Now, Young Jirou." All Might helped Deku place Headphones on top of a gurney with robots in the front and back. "Do you need to go to the nurse right now? You were able to walk a bit in spite of your back injury, so I'm wondering if you'd be willing to stay and listen for a few moments If the pain is overwhelming, I can send you a written…"

"It's fine." Headphones grimaced, but she managed to force a smile. "It only really hurts when I'm standing up, so I can stick around for a minute or two."

"I would also like to go with her, All Might." Deku fidgeted. "Y-You know, just to make sure everything goes smoothly…"

Katsuki clicked his tongue. _"The hell are you actin' all modest for, Deku? You won. You can stop acting."_

"It's like something out of a manga…" Round Face whispered.

"Yeah, a real cheesy one." Soy Sauce looked at Deku. "It's just going to take a couple of minutes. Recovery Girl's there, so she'll be good as new and right back here in like twenty minutes, tops."

"I-I know, but I want to!"

"Man, you're just ticking off boxes in the White Knight list." Headphones chuckled.

"J-Jirou-san…"

"Very well, Young Midoriya. No shame in worrying about your teammate's well-being." The clamor died down as soon as All Might walked to the front of the class. "Now then… I believe it's safe to say that the MVP for this match in spite of the results is…"

With a flourish of his cape, All Might dramatically pointed to Ponytail. "Young Yaoyorozu!"

Everyone looked to the tall girl, who coughed into her hand but her cheeks looked a bit flushed from embarrassment.

"Wow, that's so cool!" Raccoon Eyes pumped her fist into the air. "Being the MVP in spite of losing… way to go, Yaoyorozu-chan!"

"Not surprised. I mean, did you see how she rigged that room?" Big Lips asked with a chuckle. "Somethin' a soldier would set up!"

"Her skills with a pole were impressive." Tail Guy admitted, causing Purple to chuckle.

"I would've said Jirou-san was the MVP." Purple whispered to Sparky. "I mean, she almost showed us everything if it wasn't for All Might cutting the feed."

Sparky raised an eyebrow at him. "Dude, are you really still on that?"

"Huh?" Froggy put her finger on her chin. "I don't get it. Didn't the Heroes win?"

 _"Yeah. Thanks for statin' the obvious."_ Katsuki's jaw tightened.

"Hm. Lets see… now why did I declare Young Yaoyorozu the MVP?" All Might asked rhetorically, but that seemed to be beyond Four Eyes, who emphatically raised his hand. "Yes, Young Iida?"

"Sir, if I may…" Four Eyes glanced at Katsuki. "While it is true that the Villain team broke up, it was entirely due to Bakugou-kun uncooperativeness. Yaoyorozu-kun made the appropriate pleas, and understood that when negotiations fell apart that it would be wiser to let him perform as he saw fit while she took appropriate measures to safeguard the bomb. She did this by using her Quirk to her advantage, allowing her to make creative, albeit general, defenses should either member of the Hero team meet her."

He began waving his hand at Katsuki's direction instead of simply pointing. "Meanwhile, Bakugou-kun went off on his own on a personal grudge that may very well have been the one thing that cost his team victory. He also risked the building's structural integrity with his careless attacks, which would have set off the bomb if the scenario were real. That, along with his lack of communication, is unbecoming of any partnership, Hero or Villain."

Katsuki didn't say anything to this and looked down.

Would it have really mattered if he had told Ponytail what was going on? Of course not! All that she would've gotten was updates on the fight that would've distracted her from her own job!

 _"But if I told her all I knew about Deku…"_

Would it have made a difference? He wanted to think it wouldn't have… but some part of him said otherwise.

 _"Hell, I could've used her Quirk to set up trap bombs around the windows and…"_

That realization just made him clench his fists harder.

"Meanwhile…" He waved his hand at the Hero team. Katsuki couldn't help but notice that he was narrowing his eyes at Deku specifically. "While the Hero team had a solid plan, Midoriya-kun also focused on his personal grudge with Bakugou-kun! He wasted valuable time to talk to his opponent as he was restrained, when securing with the capture tape should have taken top priority! As Heroes, it is our duty to put the safety of civilians above personal matters!"

Deku's face twisted with shame. _"Yeah, I guess you should've done that instead of flapping your gums, Deku."_

At least he wasn't getting out of this public humiliation unscathed.

Four Eyes motioned towards Jirou. "In your case, Jirou-kun… while being willing to lay down your life for the sake of the mission was noble, you did it far too quickly! While the situation may have been grim, you could have formulated a plan to restrain Bakugou-kun without taking yourself out of the fight. If you had done this, Midoriya-kun would have gotten to the bomb earlier instead of cutting things so close."

He turned to All Might looking straight-faced, but even Katsuki could see how pleased Four Eyes was with himself. A teacher's pet begging for a prize. "Is that correct, All Might?"

"Well… yes." All Might admitted with a laugh. "It's true, Young Jirou… self-sacrifice should always be your last resort. If there's even a one percent chance that you can succeed without risking your own life, then you must take it as an absolute certainty! And both Young Midoriya and Bakugou were a bit overeager in their fight, putting the building, the bomb, and their teammates at risk." He flashed Four Eyes a grin. "Young Iida you were right on the money!"

Everyone seemed to be in awe of Iida's assessment and All Might's final speech. They let every word soak in so they wouldn't make the same mistakes.

But who gave a shit?

In the end, Katsuki still lost. No matter the reasons… or perhaps _because_ of those reasons, Deku had beaten him.

 _"Why? Goddamn it, why!? Why can't I beat him!?"_

"Alright, with that out of the way…" All Might pointed to Deku and Headphones. "Off to the nurse's office you two!"

Headphones gave All Might a thumbs-up in response as the robots began wheeling her away with Deku trailing behind like a lost puppy.

But he stopped and turned around when he reached the doorframe. "Iida-kun…" Four Eyes turned to him, his gaze hardening. "Thank you!"

Four Eyes was thrown through a loop when Deku bowed towards him. "You were right… I did let my personal feelings get in the way of the task in hand. I can't focus on stuff like that in the field, not when everyone's counting on me to save them. If someone got hurt because I was stuck in my own head… I would never forgive myself!" He looked up, his brow furrowed. "So, thank you again!"

With that, Deku chased after Headphones' retreating gurney.

"W-Well… I… um…" Four Eyes stammered out, fidgeting a bit from the newfound respect he got from the guy he just reamed out.

It would be kinda funny if Katsuki weren't pissed off.

"Yes, thank you again for your insight, Young Iida!" All Might then turned around and dipped his hands into the Hero and Villain boxes. "Now… the Hero and Villain teams for the next match will be…"

He turned around, showing them to the entire class.

"Team F and Team C!"

* * *

"You really didn't have to tag along, Midoriya."

Kyouka looked at the teen who was walking beside her gurney. The little robots were pretty fast at driving her to the nurse's office, but Midoriya seemed to know how to keep pace with them.

It hurt her pride to be brought out of class like this, but she supposed it beat having to live with chronic back pain for the rest of the day.

"Yeah, but I wanted to come." He looked away. "Especially since, y'know, I'm part of the reason why you got hurt."

Kyouka groaned. "Midoriya, come on. You weren't the one that pushed me down a giant freakin' hole."

He shook his head. "N-No, I didn't. But, Jirou-san… you and Iida-kun were right. I was… I just wanted to beat Kacchan so badly that I put you and the bomb at risk. If I hadn't held back because I was scared of what might happen, or just did that stupid little speech when I webbed him to the wall…"

Kyouka bit her lip. It was true that, in hindsight, stopping to declare how they beat Bakugou fair and square was pretty dumb. It wasted their time and managed to infuriate the guy enough that he broke himself free. _"Guess that's why real Heroes don't give speeches until after the Villain is stuffed into a police cruiser."_

"Honestly, we were both pretty dumb. I should've remembered that Bakugou's defeat wouldn't have counted unless we wrapped him in capture tape. Heroic speech not required." She smirked. "Your speech was pretty cheesy though. And long. Were you rehearsing it the entire time?"

She chuckled when she saw his reddened cheeks, but winced at the pain that shot from her back. "Jiro-"

She held out her hand to stop him. "I'm fine, I'm fine." Jirou was pretty grateful when she saw from her position that they were entering U.A's halls. "Honestly, I wasn't exactly MVP material either. I threw myself away just because I couldn't see any way for us to win…"

"Jirou-san, Kacchan and I were…"

"It's no excuse, dude." She remembered the red-hot embarrassment she felt when Iida criticized how easily she sacrificed herself to get a win for their team. At first, she was indignant. Who was he to judge when he wasn't in the middle of that madness? Then she understood why he criticized her. "I didn't _need_ to offer myself up as bait. I could've kept hammering him with blasts, damn my ears, and you could've landed the Venom Blast. We could've tag-teamed and shocked him when he was least expecting."

She looked away from Midoriya. "Maybe a part of me just wanted the whole thing to be over. I dunno. We're supposed to be Heroes, and Heroes don't get to call it quits."

"That's not true!" She looked at Midoriya, who looked at her sternly. "You fought as hard as you could! When Kacchan hit you, you got right back up! When I got scared and held back, you reminded me what Heroes needed to do! Even when your back was hurt, you kept fighting to try and help me!" He flashed her a bright smile. "Honestly, it doesn't matter if you made a mistake. You were awesome back there, Jirou-san!"

"Man, you sure know how to make those speeches." She hadn't been called that by anyone besides her dork of a dad. After Iida's criticisms, she couldn't help but feel that she did everything wrong during that exercise.

Now Midoriya comes in and says she was awesome?

 _"Talk about one hell of an antidepressant."_

She grinned as the gurney rolled in front of the nurse's office. "Thanks, Midoriya. You were pretty cool yourself."

That beaming smile reverted to its usual, quivering state. "I-It was no big deal."

The doors opened… and Kyouka could only see over the head of the robot in the front a head of grey hair tied in a knotted bun that had a syringe poking out of the left.

"Oh my, you're both here! Well, come on in and let me get a look at you."

The robots wheeled her in with Midoriya following close behind before gently putting her gurney on top of a bed. Once there, she was able to turn her head and get a good look at the school nurse.

She was a Yoda-sized old lady wearing a doctor's lab coat and a dress with yellow and red vest-like designs on both sides. She also wore a belt with a pink "R"-shaped buckle that matched her pink boots. A pink helmet with a purple-tinted visor framed the sides of her head.

Recovery Girl smiled warmly at Kyouka. "Well, dearie… All Might said you were experiencing some back pain from your recent battle."

"Uh, yeah." Jirou wanted to nod, but that just made the dull ache return. "It only gets really bad when I stand."

"Hm. Well, it seems like you've bruised it a bit. If it was fractured or broken, you would be able to tell." She drew in closer, her syringe-shaped cane tapping on the floor. "In any case, I'll get you fixed up."

Kyouka's mind flashed back to the Entrance Exam. She remembered how Recovery Girl's Quirk, Heal, worked when she helped out the applicants who were injured the most.

 _"Oh no…"_

Recovery Girl puckered her lips.

 _"Oh god, why!? I get enough of this kinda thing from my grandma! Not like this! Not like…!"_

"SMOOCH!"

After one agonizing old lady kiss, Recovery Girl drew back. Kyouka fought the urge to wipe away the saliva on her cheek.

Then she realized the dull ache in her back was gone.

"Huh." Kyouka sat up, twisting her body a bit. "There's no pain!"

"Amazing…!" Midoriya whispered. "Recovery Girl's Quirk sped up your body's ability to heal! I wonder just what is used to fuel it? Sunlight? Caffeine? Maybe the body's own energy…?"

"You're right with the last one, dear. But it's not perfect." Kyouka turned to Recovery Girl to see her holding up a green apple lollipop. "If you get too injured and I use my Quirk, your body would use too much energy and you'd die!"

Kyouka blinked while Midoriya gaped. "You mean we could die from being healed!?"

The old nurse laughed as Kyouka shakily took the candy. "You're alright, dear, but I suggest you sit there for a minute or two. You might still be a bit dizzy."

"Thanks…"

"Now then…" Recovery Girl turned to Midoriya. "Let's get you healed up, too."

"H-Huh?"

Kyouka grinned. "Yeah, man. Bakugou messed you up pretty good!"

He shook his head and waved his arms in front of him. "N-No thanks! I'm perfectly fine!"

"Oh, nonsense." Recovery Girl moved closer to him. "Come here."

"R-really I'm…! This isn't necessar-!"

"SMOOCH!"

 _"Sorry, Midoriya."_ Kyouka sucked on her lollipop as he collapsed into a nearby chair, his injuries disappearing one by one. _"But misery loves company."_

After a few seconds he spoke again, "Wow… I feel a lot better, a bit woozy though…"

Recovery Girl handed him a lollipop. "Well, it should only last a bit. In any case, you two should head back to class once you're feeling better. Oh, and Midoriya?" The boy looked up to the nurse. "The principal wants to see you after class. Something about a 'Venom Strike?"

Kyouka noticed the color drained from his face.

Whatever the principal had planned… it probably wasn't good.

* * *

"Hey, Iida-chan…" Asui looked over to him. "You okay?"

Tenya coughed. "Of course. I'm just… trying to think of how we can best acquire the bomb."

She gave him a look that he found hard to translate. While it would be rude to say outright, Asui's face tended to hide her emotions remarkably well. _"But if I had to guess… it's probably disbelief."_

It was embarrassing, but he had spent the entire trip to the practice building in silence.

 _"Iida-kun… thank you!"_

 _"He actually accepted my criticism?"_ It shamed him to admit it, but he had taken some satisfaction in pointing out the flaws of Midoriya's actions. While he hadn't heard the specifics, the green-haired boy's actions were completely unprofessional. In many ways it reminded Tenya on how he acted in the Entrance Exam. _"We are supposed to set aside personal enjoyment, anger, and other inconvenient emotions in the field. Shouldn't he have learned that in his training classes?"_

He had expected Midoriya to become flummoxed or bow his head in shame. The last thing he expected was for the young man to actually thank him.

 _"Alright, Heroes and Villains… your time starts now!"_

He and Asui walked in through the front entrance, the frog girl deciding to hop onto the ceiling and crawl on it not unlike Midoriya. They had agreed that the best course of action was to stick together until they had a better idea as to where the bomb was and formulate a plan from there.

But as Tenya walked, his mind returned to Midoriya.

 _"It's a good thing he listened. If he didn't, he wouldn't be able to grow as a Hero."_ He bit his lip. _"But why am I bothered by it? Why do I care that he decided to the respectable thing and not act as I had anticipated?"_

Was _he_ the unreasonable one? Had he decided to stubbornly hold onto that bad first impression, clouding his judgement of Midoriya and his classmates?

 _"Perhaps, but that does not explain their unprofessional attitude."_ Bakugou was proof enough that too few of these future Heroes understood and lived up to the responsibilities expected of them. _"In that case, it's simple! I must act as an example of proper behavior! That way, my classmates will strive to be better a-!"_

Asui's tongue hit the front of his helmet, stopping him in place. He looked up and saw her pointing down the right hallway.

Tenya peeked out from around the corner. He saw Ashido's head pop out from behind a door, look from side to side, before disappearing back in.

"What should we do?" Asui asked, dropping down behind him. "Ashido-chan and Tokoyami-chan probably have the bomb locked up tight."

He rubbed his chin in thought. "That's true… however, with my speed we should be able to find the bomb quickly if they hid it. Neither of them have the skillset to lay out complex traps." He looked to Asui. "Say, do you think you can stick to my back?"

She raised an eyebrow at him. "Won't I just fly off if you use your Quirk?"

"Not necessarily. I cannot go that fast in such an enclosed space." He thumbed at his back. "You will just stick there, and when you see an opportunity you will jump off and get the bomb."

It was a simple tactic, but his lessons told him that the simplest solutions were often the best.

His partner shrugged and did as she was told. When he felt her feet and the tips of her fingers on his back, he walked to the door. "And do not fret. You're not heavy enough to…" He felt something whack the back of his head, causing Tenya to realize his error. "I-I'm so sorry! I didn't mean any offense!"

"You're not going to be popular with girls if you let stuff like that slip out, Iida-chan."

Perhaps his brother was right. He did have a lot to learn, especially when it came to speaking with the fairer sex.

Tenya opened the door and looked inside.

"Holy crap, you guys made it!"

He saw Ashido and Tokoyami standing in front of the bomb. The windows had pieces of wood set up in front of them, making the room darker than intended. Tokoyami's Quirk, Dark Shadow, was curled around the bomb like a snake. Its golden eyes glared at Tenya, its 'hands' cracking its 'knuckles' in anticipation.

"Hm? Where's Tsuyu-chan?" Ashido squinted. "Is she…?"

Tenya was tempted to just fire up his engines and rush from the side, giving Asui the distraction she needed to jump up and try and touch the bomb.

But Tensei had warned him that he often leaped before he ever bothered to look. It was a criticism he took to heart.

There was no reason for Ashido and Tokoyami to be so brazenly out in the open… not unless they had something planned.

He looked down. "I see you two were prepared for me."

Potholes dotted the floor. Some were deep while others were minor bumps. The splatter around them indicated that Ashido had made them.

Ashido grinned. "Yup! It was actually Tokoyami-kun's idea."

Tokoyami chuckled and took a short bow. "We trip over many potholes in our lives, both figuratively and literally. Some more than others."

Ashido clicked her tongue and pointed two finger guns at Tenya. "And especially if they've got a speed-based Quirk!"

"I see…" Tenya rubbed his chin. "A very ingenious use of your Quirk, Ashido-kun!"

It was a simple but effective solution given the situation. He could try to avoid them all, but there was still a chance he would trip on one and reveal Asui. It would ruin their element of surprise and potentially cost them the match.

 _"But they didn't lay these down on the entire floor!"_

"Aw, shucks. Thank-!"

His leg muscles tensed before he ran to the side. He waited until he was behind a support pillar before whispering, "Now!" He activated his Quirk and started running in circles around the perimeter the Villain team had made. Building up speed, feeling the wind in the unarmored sections of his costumes. He made sure to not look up, or else his opponents would surely discover Asui's presence.

Ashido and Tokoyami were now on edge, their eyes following him in anticipation for his next move. Dark Shadow was restless, swaying from side to side looking for any opportunity to strike.

 _"Wait for it…"_

He needed to build up speed for this next attack. There wasn't room for him to simply lunge for the bomb. He would have been moving slow enough for his opponents to counterattack.

But now…

He drew closer to the walls as he made his rounds. They weren't curved, which would make this move less painful.

Once he rounded the right wall, Tenya jumped up and planted his feet onto it. Not wasting a second, he propelled himself towards Ashido with his engines still flaring.

"Wha-!?" Ashido threw her arms at him, and he preemptively covered his face with his arms as her acid hit his armor. It was not concentrated as it barely ate through the first layer of his armor.

 _"She knew how to regulate her acid so it wouldn't seriously harm her opponents. Smart."_

But it wouldn't save her.

He opened his arms and wrapped them around her. "Forgive me for this!" He pushed his head pushed into her stomach, knocking the wind out of her as she was lifted off her feet.

"You're not getting away with this!" With Tokoyami's shout, Tenya felt Dark Shadow's hands wrap around his legs.

This was it!

"ASUI-KUN!"

Tenya looked up and saw Asui on the ceiling right above the bomb. She jumped towards it, her hands outstretched. Tokoyami noticed her as well, his eyes widening as their ploy was revealed.

Dark Shadow let go of him, letting out a savage cry as it raced towards Asui with its claws ready to strike. Tenya landed on his feet, grateful that he could still run despite his brutish tackle and Dark Shadow's interference. He spun around while clutching a coughing Ashido and fired the engine in his right leg, knocking Tokoyami away with a roundhouse kick in the side.

"No!" Tokoyami grimaced and Dark Shadow halted, turning around to see what was happening to its master.

That moment of hesitation allowed Asui to plant both of her hands on the top of the bomb.

 _"HERO TEAM WINS!"_

With All Might's declaration, Tenya gently let Ashido down. "That was a great match!" He bowed gratefully at the pink-skinned girl. "I applaud your ingenuity and tenacity, Ashido-ku-"

"Guh…" Tenya stood up and saw that Ashido was clutching her stomach with both of her eyes closed. "Why did it have to be right in the gut?"

"I-I'm sorry if I caused you undue pain…" he stammered while bowing repeatedly. "I-I was merely giving this exercise my all!"

"Truly, the darkest of warriors wear the whitest of armor." said Tokoyami, who was getting up while rubbing his side.

Tenya didn't know what to say. Did his classmates think so lowly of him!? Were his actions truly no better than that of a Villain when he was supposed to be the Hero of this exercise?

"No…" He collapsed to his knees and pounded the ground with his fist. "I was a poor excuse for a Hero! Nothing I do can rid me of this shame! Why must I make such mistakes!?"

Asui decided to speak up. "You really have a lot to learn, Tenya-chan."

To his surprise, Ashido ceased her groans of pain and began to snicker. It then transformed into full-blown laughter. Tokoyami followed suit despite his best efforts. He was soon joined by Asui, whose giggles sounded vaguely like the ribbits of a frog.

 _"I really don't understand my own classmates…"_

* * *

 _"These kids really are something!"_

Toshinori's grin widened more as Teams F and C headed back towards the observation room. Unlike the previous match, no one was seriously hurt and both teams acted in a rather professional matter. _"We'll have to talk to Young Ashido about how she throws around her acid, though. No matter how fine her control is, it's no joke if it makes contact with the skin or eyes."_

If he had any doubts that the rest of his students would be just as impressive as the previous four, they were already being squashed. Aizawa had chosen his class wisely. It would've been a tremendous loss to society if he had expelled them all!

"The Villain team did well preparing for Iida, all things considered." Mezo Shoji whispered to Yaoyorozu with one of his mouths.

"Yes. The holes in the ground were a simple but effective way to limit Iida-san's movements." Yaoyorozu pointed to the screen. "But if Ashido-san melted through the floor it would have compromised the building's stability and may have alerted the Hero team to their location earlier."

"Man, did you see Iida move?" Kirishima asked, nudging Bakugou in the arm. "Never woulda thought he would build up momentum for a jump like that!"

Bakugou didn't respond and Toshinori could see why.

He was staring wide-eyed at the screen. His mouth was agape, as if the entire display was some sort of horrible experience he couldn't look away from.

 _"Had he never seen anyone as powerful or experienced as him in his neighborhood?"_

If so, then that explained some of his attitude. Growing up with such a powerful Quirk in a neighborhood and school filled with less impressive ones would give one an ego. _"How did the saying go? A big fish in a tiny pond?"_

Midoriya's powers shook his confidence, his very perception of how the world worked, and he was trying to hide that fear with anger. Anger that culminated in his actions during the match.

 _"And now he's seeing that all his classmates are just as skilled."_

But only time will tell if this experience will result in something good.

Toshinori wondered if he was doing the right thing. Would a few words of encouragement _really_ solve things? Was he even acting like a good teacher, allowing his students to air their grievances and then admonish them for doing so?

 _"Perhaps, just like with Young Bakugou… only time will tell."_

* * *

Ochako inhaled through her nose as slowly as she could, holding it in for a second before letting it out through her mouth. _"I hope this exercise actually works."_ She knew that her dad did it whenever a guy at his construction site screwed up, that way he wouldn't be a foul mood during dinner. _"And if works for him, it's gotta work for me! Okay, I'm fine! It's no big deal! It's just gonna be my first fight since I slapped Saki in kindergarten for stealing my apple juice!"_

Ochako wasn't a violent person by nature, which didn't exactly agree with her career choice. _"But I was going to have to do this sooner or later. And besides! This is just training! It's not like I'll seriously…"_

She remembered Deku and Bakugou's fight, how their fists and feet flew with blood and bruises dished out in equal measure.

 _"Okay, this might be more serious than some light training exercises."_

"Yo, Uraraka!" She looked towards Kirishima, who was hopping to the ceiling with his hands reaching out. As soon as he was a foot away from hitting it, Kirishima pushed off and went back to the ground. "This Quirk of yours is freakin' awesome! I'm practically flying!"

"Oh, well that's good, Kirishima-kun." She had used her Quirk on the redhead at his request. Apparently, he saw being completely weightless while retaining his strength and toughness as a benefit for their battle. "Though, maybe you should stay to the ground? Sato-kun and Ojiro-kun will be coming here soon."

"Yeah, I get ya. Won't look good if I'm just floating in the air when they bust in." She raised her hand to Kirishima, who grabbed it and slowly brought himself to the ground. "But at least we've put the bomb in a place that's hard for them to get."

Ochako glanced at the bomb, which was now floating in place in the right corner by the windows. They had made sure to be careful with the prop, and since All Might wasn't saying anything she assumed that they weren't violating the rules of the exercise.

"I'll try to help as much as I can, Kirishima-kun." She told her partner, doing her best to give her face an expression of determination.

He raised his eyebrow. "Are you worried, Uraraka?"

 _"He could tell!?"_ Waving her arms, she tried her best to assure him. "W-What? Come on, why would I be…"

Oh, who was she kidding? She would just look like an idiot if she committed to this.

"Yeah." Ochako looked away from him. "To be honest… this is my first fight. And seeing how Deku-kun and the others did I'm kinda worried. What if I'm not that good? What if I'm taken out in a couple of seconds?"

"Aw, that's it?" Kirishima chuckled. "Come on, it's not that big of a deal! I'm kinda worried myself, if I'm being totally honest."

"You're worried?" She could not hold in her shock from the revelation. Kirishima, who looked so confident and hot-blooded, was worried about a fight? "I-I'm sorry! It's just that you're so…"

"Confident? Yeah, but I've never been in a real fight. I mean, those training courses teach ya how to punch and grapple but that's different from a real brawl. Plus, I kinda just started taking those before taking the Entrance Exam." He scratched his cheek. "But after seeing Midoriya, Bakugou, and all the others being hella manly as they traded blows… it makes me wanna give it my all, you know?"

She did know what he meant. _"Deku-kun was giving it his all, and even though he got beaten up… I was happy when he won. Same with Jirou-chan. They gave it their all, and they probably worried too."_

She couldn't do any less, no matter how scared she was.

He grinned at her with a mouth full of pointy teeth. "So don't worry! So what if we're both nervous? All that matters is that we give it our all and kick some ass while doing it!"

She nodded at him. "Right!"

At that moment, the Hero team decided to make its presence known by ripping the door off its hinges.

Sato and Ojiro rushed in. The big teen tossed an empty sugar bag to the side as he ran straight for Kirishima, whose grin grew wider as he activated his Quirk.

"Alright, lets go man!"

Ochako clenched her hands into fists as Ojiro turned on his heel and threw a roundhouse kick at her. She raised her arms to block the blow to her head, but all she succeeded in doing was having her arm hit the side of her head.

"Sorry about this!" He called as the force of the blow knocked Uraraka to the floor. He then looked around trying to find the bomb. "Where...?!"

 _"That quickly!?"_ She had been thrown to the ground in a couple of seconds!? This was humiliating. _"But he hasn't wrapped capture tape around me! I'm still in this!"_

Ojiro probably knew karate if his fighting skills and costume were any indication, and he also knew that she didn't have fighting experience.

She could use this to her advantage!

While Ojiro was gawking at the bomb's new location, Ochako kicked at his legs. He only stumbled slightly, but as he was turning to face her she got onto her feet and charged at him. She brought her hands back in preparation of a shove, baiting the tailed 'Hero' of the exercise.

"That isn't going to work on me!" Ojiro's tail slammed onto the ground, launching him in the air and somersaulting over her. He grabbed her right arm with both hands while he spun over her head. With a twist of his body, Ochako found herself thrown to the ground in front of him.

But that was all she needed.

"No, but this will!" She reached out and touched his feet to activate her Quirk. Ojiro let go of her as he began floating helplessly into the air, helplessly flailing in a useless attempt to return to the ground.

"H-Hey! How do I get down!?" He was now spinning uncontrollably and slowly drifting toward the ceiling. She only had one shot at this, and she had to make every second count!

Ochako got out the capture tape and let a strand fly. She threw it at Ojiro, who caught it and tried to use it as a way to pull himself to the ground.

Ochako freed up more tape and began circling around the tailed teen's floating form as quickly as she could. His legs, feet, and massive tail kept trying to hit her, but she ducked and wove under his panicked amd desperate attacks.

It took around half a minute, but a ring of capture tape was now around Ojiro's arms and tail.

 _"Young Ojiro has been captured! Only Young Sato remains on the Hero Team!"_ All Might declared in her ear piece.

"I-I did it!" She threw her arms up and jumped laughing. "I won!"

"Damn. Gotta admit, that was pretty clever." Ojiro gave her a small bemused smile. "Should've seen it coming."

"Thanks!" She turned to see how Kirishima was doing.

She was surprised to see Kirishima using Sato's hulking body as a jungle gym. He slid between Sato's legs, used his arms as swing sets to fly out of his grip, and used Sato's head as a springboard to jump to the ceiling and race back to him.

"Hey! Stand still!" Sato shouted, trying to punch Kirishima on his trip down. The redhead only continued to grin as the punch landed on his hardened skin, sending Kirishima into the floor.

Kirishima grabbed his ankle. "Sorry man, no can do!" He picked himself up and sprung behind Sato, kicking at his knees while grabbing at the bigger teen's belt. As he did so, a ring of capture tape went around Sato's wrist. "And while all that strength is cool…" Sato fell forward, only barely managing to catch himself. "...It doesn't mean much when it's all you've got!"

"Kirishima-kun!" Ochako slid in front of Sato with her hands outstretched. He tossed her roll of tape and before Sato could react he found that his other wrist had a matching white ring.

They did it.

They actually did it!

 _"VILLAIN TEAM WINS!"_

* * *

 _"What the shit?! Even Round Face?!"_

Katsuki's teeth creaked from how much pressure he was putting on them. It took all his strength to not shout his thoughts for all to hear. Doing so would be admitting defeat, and he would rather die than do that.

But it was still hard to believe what he was seeing.

He had spent the past twenty minutes watching eight people he'd written off as nobodies fight like hell in the very exercise he… he lost in. Watched as they used Quirks that he thought were pretty useless to achieve victory and stave off defeat.

 _"Why the hell do I care!? They wouldn't have been placed in U.A if they were completely useless! I said as much to Ponytail!"_

Maybe Deku's Venom-whatsit was affecting him more than he thought, or perhaps his _loss_ was making him freak out more than usual.

But he couldn't help but see the various ways these supposed extras might beat him.

Round Face could make his rubble float up then drop down when he's least expecting it. Raccoon Eyes could burn the shit out of his skin, her Quirk being pretty damn similar to his own and wasn't limited to close range attacks. In an enclosed space, Bird Brain could mess him up with his Shadow before he could get a huge-ass explosion in. Tail Guy… okay, he was an exception, but his moves might even rival his own. And with Froggy...

 _"No! Stop thinking that shit, damn it!"_ Katsuki shook his head. _"It's just eight people! Eight goddamn people!"_

Well, ten if he counted Headphones and Ponytail. Headphones would've blow out his eardrums sooner or later if he didn't have anything to cover his ears. Ponytail meanwhile was pretty good at setting booby traps from what he gleamed from Shitty Hair's prattling.

 _"No! It doesn't matter!"_

Katsuki glanced at All Might. He was subtle about it and it was hard to tell with the shadows hiding his eyes, but Katsuki knew the Number One was making occasional glances at him.

 _"Oh, stop thinking that! Stop thinkin' that this is going to teach me a lesson or some corny shit like that!"_ He broke his gaze at All Might and stubbornly looked straight at the screens. _"Just because some extras have an ounce of talent doesn't mean they all do!"_

It didn't mean… it didn't mean he had to watch out for people _besides_ Deku!

It just wasn't possible!

* * *

"U-Um… what does your Quirk do?"

Shouto's teammate glanced up at him and back to the building, his lip quivering in freight.

 _"Is he seriously this scared over a training exercise?"_

"You'll see soon enough. Just stay behind me." According to the guidelines of the exercise, walking into the building was mandatory. What they did after was up to their discretion, just so long as they don't endanger the building or the lives of their teammate and the Villains.

It was annoying, but manageable.

"Come on, man! Just tell me!" Magenta shouted, waving his arms childishly as he walked behind Shouto. "I gotta know, because if all you can do is make ice slides like in Aizawa-sensei's test then we're in big trouble! I'll have to go with you and then I'll have to face off against Kouda and Aoyama with you! I dunno about you, but I ain't up for gettin' a face full of belly button laser!"

It took all of Shouto's self-control not to let out an annoyed sigh. He'd only been with the guy for five minutes and he could already tell that any team up with him was going to grate on his nerves.

"I can create ice with my right side and control it. That's all you need to know." He glanced back. "Go outside, Magenta…"

Magenta's eyes widened before they began to water up. "M-Magenta!? How do you not even know my name, man!? It's _Mineta_! All Might even said it out loud when announcing the teams! How the hell could you miss something like that ya jerk!?"

"Fine. _Mineta_. Just go outside for your own safety." He placed his hand on the wall. "Whether your Quirk is actually useful or not is irrelevant. I can handle this on my own."

Mineta blinked. "R-Really? You mean, I don't have to go with you?"

"No, you don't. Just wait outside until All Might announces the winner."

Shouto watched as emotions raced across Mineta's face. Surprise, annoyance, anger, and finally relief. "A-All right! If you insist, partner!" With a thumbs up, Mineta practically skipped out of the building and out of his hair.

 _"Well, that's one annoyance out of the way."_

Shouto let the power flow from his right side. While he had long since gotten used to the feeling of ice on his skin, a cold chill went through his body. As if in response to this, the flesh on his left side broke out in goosebumps.

Half of his biology screaming in indignation over not being used.

 _"Good."_

He watched as the frost spread across the walls, racing through the building at lightning speed. He could hear the cracking of ice from the outside. Every window that wasn't open was now frozen over. While the layer wasn't exactly thick, it would give anyone trying to break out a bit of trouble.

When his fingers started to feel numb, he knew that it was time to stop.

He let go of the wall and began walking forward. He kept his ears open for any sound that would give away his opponent, who wouldn't stay quiet in conditions like this.

As he searched through the building, his mind began to wander towards what he had seen throughout the day.

 _"Some of these guys might be trouble."_ The ones he really needed to look out for were Midoriya, Bakugou, and Yaoyorozu.

In terms of sheer power, Bakugou and Midoriya had enough to make him pause. Bakugou's explosions had power to them, but they were unrefined. It wouldn't take much to freeze a room over and limit his ability to sweat before freezing the guy in place. Midoriya on the other hand had raw strength, enough to break through his ice. That, along with his agility and phasing ability, would give him an edge if they ever fought.

Yaoyorozu's Quirk, while not powerful, was versatile and went well with that tactical mind of hers. If he gave her enough time she would become a problem in a fight.

 _"But they still don't hold a candle to what I'm capable of."_

Shouto had trained and refined half of his Quirk to near perfection. While he wasn't blind to some of the faults, he could easily overpower them to achieve a win. He could flash freeze anything in an instant. Even with all their power, neither Midoriya nor Bakugou could hope to fight endlessly against that. They would fall before he did. Yaoyorozu could be taken out in a second, no huge display necessary.

He would never need anything more than the Quirk he allowed himself to use to rise to the top.

But he still needed to be better. He could not afford being anything less than number one, both at school and in his future as a Pro Hero.

 _"If I do it my way, then that bastard will see that he can never control me. I'll never give him the satisfaction of falling behind because of my choice."_

Shouto found his opponents when he reached the third floor. Their chattering teeth and the clanking of Aoyama's armor gave them away.

Kouda and Aoyama were standing in front of the bomb. The ice coating their shoes froze their feet to the ground, and their hands were tucked under their armpits. Kouda's teeth were chattering especially loudly. His breath came out in short, frequent puffs. Aoyama seemed to be stubbornly keeping his mouth closed to maintain that grin of his, but Shouto could see his jaw shivering.

 _"M-M-Merde!"_ Aoyama stammered. _"C-C-C'est froid!"_

Shouto didn't need to know a lick of French to understand that the blonde was complaining about the temperature of the room.

"Attack me with that laser of yours and it'll get a lot colder for you." Shouto informed them as he walked in between them. "Sorry, but I don't have time to mess around with either of you guys."

The ice would hold them until he melted it with his left side, a small concession that he allowed solely to avoid killing his opponents.

But he wouldn't do that until after he touched the bomb. Not even the warm breeze would melt the ice quick enough t-.

 _"Wait, breeze?"_

About ten birds of various species swarmed and pecked at him from all sides. They weren't making him bleed, but those pecks at his exposed flesh stung.

 _"It must be his doing."_ His shielded eye looked towards Kouda, who was shakily mumbling something at an inaudible volume. _"His Quirk allows him to control animals… or at the very least convince them to do stuff for him."_

He had no time for this nonsense. Jumping to the right, Shouto watched as the birds pursued at him at top speed. They looked so determined to pester him until Kouda could free himself.

So it was a shame when they hit the ice wall Shouto brought up.

"NO!" Kouda shouted, saying the first word that Shouto had ever heard him say in the past two days. It was full of sorrow for the pain his animal friends were in.

Every bird slammed into it like it was a window. Each of them fell down. Some were stumbling about, shaking their little heads. Others were laying on the frozen ground, twitching from the impact.

"Sorry." He gave the obligatory token apology. He didn't like seeing people in pain, but he wasn't one to offer sympathies either.

They were birds. The pain he experienced was human.

Shouto briskly walked to the bomb. "If it's any consolation, we can bring them to a vet. However…"

He placed his hands on the bomb's surface and tried his best to ignore the burning feeling in his left side.

"...I'm here to win."

* * *

Kyouka whistled in appreciation. "Man, talk about overpowered."

"That was incredible…" Midoriya whispered, eyes practically sparkling in amazement. "Todoroki-kun's Quirk is amazingly strong! I wonder how he was able to freeze not only the entire building but construct ice barriers within seconds. Is it a Quirk that freezes the moisture in the air to create ice? Does his Quirk evaporate moisture in the concrete and then freeze it from there? There's so many possibilities…!"

She chuckled a bit at his mumbling. _"It's almost like he's completely forgotten about his meeting with the principal after this."_

They had managed to return to class just when the match was starting, though they had missed Uraraka's team-up with Kirishima. She was actually glad the bubbly girl had managed to win. While she was anxious to win, Kyouka wouldn't have been distraught if they had lost the match after giving it their all. Uraraka, on the other hand, seemed especially nervous. She had fidgeted a bit while All Might was laying down the instructions. _"She was probably worried that she might hold her teammate back or something."_

Turned out that fear was completely unfounded.

Everyone seemed to be in awe of Todoroki's display. Like with Bakugou, they were appreciative of the sheer power he had at his fingertips. The ability to turn an entire building into a winter wonderland without breaking a sweat? That was some serious shit right there.

But she couldn't say she approved of the way he handled things. _"I know those birds were going to attack him, but wasn't that a bit much?"_

It was kinda scary. He was so fixated on winning that he seemed to completely disregard Kouda's distress. On top of that, Todoroki seemed pretty dismissive of Mineta's presence, let alone his status as his teammate.

Sure the guy was a perverted little creep and was all too eager to let Todoroki handle things, but he deserved to have some part in the exercise.

 _"Speaking of overpowered jerks…"_

She took a glance at Bakugou, who wasn't even looking at the screen anymore. He was instead staring down at the ground, his eyes huge and his body shaking. He stood there trembling without a word. It looked like he was ready to punch something if not somebody.

Maybe he was realizing he wasn't hot shit anymore. _"In that case, good."_

If anyone needed to eat an entire humble pie, it was that guy.

"Guess I'm up next." She looked towards Sero, whose face was hidden behind the mask. Those kind of masks irked her a bit, even if it was pretty cool that someone was a fan of an old band like Daft Punk. She couldn't tell what the heck Heroes wearing full face masks were thinking, unlike Midoriya and the rest. "Wish me luck!"

"Knock em' dead, man." She said while slapping him on the back as he went to meet up with Kaminari as the previous teams entered the observation room.

"You and Kaminari-kun can do a lot together!" Midoriya shouted out his advice, causing both Sero and Kaminari to pause. "Just focus on his Quirk's strengths and weaknesses!"

"We'll be rooting for you!" Uraraka pumped her fist into the air. "Give it your all!"

Sero gave Midoriya a nod and a thumbs up before turning and talking to the blonde teen.

Kyouka placed her hands on her hips.

It surprised her a bit. A day ago she barely knew the guy. Now, she was actually hoping he managed to get a win?

 _"Thought it would've taken me longer to find some new friends."_

She glanced at Midoriya and Uraraka, who were now paying attention to All Might's lecture to Todoroki about excessive force.

 _"But I ain't complaining."_

* * *

"Come on, man! Isn't there another way we can do this!?"

"Well, you can't exactly use your Quirk at full power without shocking me too." Hanta told the blonde as he applied more tape to Kaminari's body on the ceiling. Hanta was holding himself to the wall with a single line, his hand clutching onto the tape while his leg was wrapped in the material so he could keep his balance. "Plus, it wouldn't be a good idea for you to be slinging lightning bolts around the bomb. This is the best we can do, considering the circumstances."

"Maybe, but you're not the one strapped to the ceiling with tape!" Kaminari's eye twitched. "Man, now I've gotta scratch my nose! Just perfect…"

"Come on. I'll treat ya to soda after this if you can deal." Hanta untangled his foot and slid down his tape, landing on the ground without any fanfare and walking back into the room.

It was filled with a crisscrossing web of tape.

He had been pretty proud of it. He had shot line after line of tape all around the bomb, each one interwoven with others so that anyone trying to reach it would have to have some serious gymnastic skills to get through it all. Hanta made sure that there was a path by the walls so he could walk around the place on the watch for Shoji or Hagakure.

"I'm holding you up to it!" Kaminari cried from the hallway.

 _"Well, at least I've come up with a plan that uses Kaminari's Quirk to our advantage."_ Hanta stared at his jungle gym of tape. _"Wonder if Midoriya has an idea of what I'm planning."_

It took some convincing, but Kaminari had agreed to become the trap for the Hero team. If Shoji came around, Kaminari would turn on the juice and shock the guy senseless. That would leave only Hagakure, and he doubted she could get around his handiwork.

 _"Leaving their only option to capture us."_

With a nod, Hanta began to circle around the bomb and his mess of tape.

 _"These exercises have been pretty crazy. Kinda hard to believe that this is just training."_ Every one of his classmates was giving it their all. It was almost like a real team-up, but with the Heroes and Villains being significantly younger than anything he saw on TV or the web. _"And that fight between Midoriya and Bakugou's teams… man oh man."_

Now that had been the highlight of the day. Seeing Midoriya and Bakugou trading blows and down the building. Midoriya had zipped around the room and rained down blows just like Spider-Man did in that old video game.

It was actually kind of scary since that's almost exactly what he had based his fighting style on.

 _"But if I fight like that now, it'll look too similar to Midoriya's."_ It was frustrating. He thought he was being original with his Spider-Man inspired style, but leave it to the guy who dressed up as Spider-Man and had actual webbing to have the same idea. He wasn't angry at Midoriya for that. _"Not like he would've known anyways. He didn't even see my Quirk in action until the Entrance Exam."_

But he couldn't help but feel… derivative. His tape and Midoriya's webbing were too similar, his fighting style and Midoriya's were also too much alike. At some point, people were going to think he was the bootleg version of Midoriya!

 _"But how? How the hell do I change that?"_

Well, he supposed that this current plan was as good of a way to start as any.

Hanta paused when he saw that one of the windows was open. _"What in the…?"_ His eyes widened. _"Oh crap!"_ He ran around the bomb towards the entrance to the hallway. "Kaminari! Dude! They're…"

He didn't even see the three arms that clotheslined him coming.

He did, however, see stars when he fell on his back and groaned.

Hanta looked up and saw Shoji's masked face staring down at him. The topmost arm's 'hand' transformed into a mouth and said, "Come on, did you really think I wouldn't hear you tying up Kaminari to the ceiling?"

"Was kinda hoping you wou-!" Hanta stopped the bantering when he saw the mouth transform into a closed fist. He launched a line of tape to the far wall and pulled himself out of the way of all three punches that cracked the ground where his head used to be. He scrambled to his feet and moved to the left as Shoji continued his assault.

All he could do was dodge. Shoji had the advantage in range, strength, and speed. A couple of haymakers would be all the multiple-armed student needed to knock Hanta into slumberland, helmet be damned.

"Where's Hagakure?" Hanta asked casually while launching a line of tape to the ceiling. He quickly leapt onto it and used it to go over the taller teen.

The plan was to land gracefully behind Shoji and work things from there.

But Shoji decided it would be better to just grab him by the ankle and throw him to the ground.

"Getting through that mess of yours." said one of Shoji's hand-mouth things. It somehow formed a grin. "But with you down for the count and Kaminari stuck outside, that won't be a problem in a couple of seconds."

Hanta grinned. "Yeah, you're right!"

He aimed his right elbow at Kaminari's form and fired. The tape hit its mark on the center of the blond's chest, but he kept on going. He spun around and flung the rest of the tape onto the web before kicking at Shoji's hand. Somehow, that managed to make the guy let go, and Hanta connected a piece of tape from Shoji's arm to the strand connected to Kaminari.

"NOW!"

"This is gonna suck!" Kaminari whined. A second later, electricity crackled from Kaminari's body and throughout the pieces of tape. Hanta could only sit and stare in awe at the raw power that was crackling through the tape he had created, yellow and wild. Searching for anything, or anyone, to share itself with.

Like the Hero team.

"GAAAAH!" Shoji cried out as who knew how many volts hit him, stiffening like a board while his eyes widened from the shock and pain.

"KYAAA!" He heard another voice scream, most likely Hagakure's. If she had been trying to get through his tape, then she would've been hit by the stuff as well.

 _"Sucks to be them. At least Kaminari said it wouldn't do anything too serious, but getting hit with that much electricity probably isn't fun."_

The electricity stopped as quickly as it began. Hanta could practically see the smoke wafting off of Shoji's body as he rocked back and forth.

He had to roll out of the way as the massive teen fell forward.

Not letting the opportunity pass him by, he brought Shoji's arms behind his back and wrapped them with capture tape. Lucky for him, it seemed that being knocked unconscious made Shoji's six arms meld back into two. "It would've been a pain if I had to wrap every one of them." Hanta muttered to himself as he finished.

 _"Young Shoji of the Hero team has been captured!"_

 _"Yeah, I know. Hagakure's gonna follow soon too."_ Still, he supposed that All Might had to do that announcement for formality's sake. The Villain team couldn't win unless he 'captured' each member of the Hero team or just waited out the clock.

He got up and began circling around his defenses. He would be able to find Hagakure if he saw one of his lines sagging. _"It's going to be weird getting her out of it. I mean, I would be handling a naked girl. A naked invisible girl. If I do this wrong then all the chicks watching will think I'm just trying to cop a feel."_

Still, he wouldn't complain if he did touch something nice by accident.

 _"Young Kaminari from the Villain team has been captured!"_

"Wait, what!?" Hanta raced to the hallway and looked up at Kaminari.

"Yaaaay…!"

Kaminari had told him ahead of time that he would look pretty stupid on account of all that electricity short-circuiting his brain, but he wasn't prepared to see the faraway look in the guy's eyes along with the tiny smile.

The strand of drool, the thumbs-up on his hands, and frequent 'yay's just completed it.

Hanta snickered before focusing. Around Kaminari's wrists and ankles was a circle of capture tape.

It made the blonde look like a stupid version of the Virtuvian Man.

"How did…?" Hanta then looked back down and noticed a crate underneath Kaminari that hadn't been there a minute ago. "No way…!"

"Yup!"

Something tight then wrapped around his ankles. When he looked down, he saw that they had capture tape wrapped around them and attached to another line that was between the knots.

Hanta turned around and saw that the spool was being held in the air.

 _"Young Sero has been captured! THE HERO TEAM WINS!"_

"B-But how…!?" Hanta stammered, pointing to the spool. "You got shocked in the mess of tape! I heard you scream!"

"Good acting, right?" Hagakure giggled. "Shoji-kun heard you tying Kaminari to the ceiling, so he dropped me in the next room over just to be safe. When he screamed, I screamed bloody murder too!"

"And while I was searching for you, you snuck here and captured Kaminari." Hanta groaned. It was so obvious… he should have covered the other rooms in tape too! And the hallway come to think of it!

"Aw, don't worry about it Sero-kun!" He saw that the spool was lowered to what he could assume was Hagakure's side and felt a hand pat him on the shoulder. "Better luck next time!"

He lowered his head.

Talk about embarrassing. Out of everyone in his friend group, he was the only one who lost?

 _"Guess I still have to work to do in the tactics department."_

* * *

 _"Hey Izuku, if you're listening to this that means I'm doing something. I'll call you back as soon as… ah damn it, the water's boiling ov-!"_

Izuku turned off his phone and pursed his lips. It was odd. It didn't take Peter this long to answer his phone. _"Maybe he's still working?"_

Peter having a job had concerned him a bit when he first heard it. What if something went wrong? What if his boss, who seemed willing to hire someone with absolutely no legal identification, would report him? _"Or, if something crazy happens like that pizza place being a front for a Villain organization. Or even the yakuza if they're still around!"_

A year ago, he would have thought that was insane, but his life thus far has made him more open-minded as of late.

 _"Or… maybe I'm bothering him?"_ He didn't want to think that, but it was a possibility. Peter never said it, but Izuku could tell how having to rely on him was eating the older man inside. Needing to subsist of a teenager's middling allowance and savings was probably a wound to his 'Parker pride'. _"He probably wants to earn enough money that he doesn't have to rely on me… or maybe he's busy searching for a way home."_

He was in school now, so Peter would be able to look for possible leads to Mysterio or some government inter-dimensional travel without any distractions.

 _"Man, I need to stop thinking like this."_ Izuku scatched his itching cheek as he looked back at U.A. The phantom suction cups from Principal Nezu's tests were still there. _"Maybe being treated like a guinea pig is getting to me?"_

He had headed to the principal's office as soon as All Might had dismissed class. It was a bit of a shock seeing the Number One Hero run off without a word, but the fact he was taught by his favorite Hero was really something!

He had apologized to his friends, who he could not believe he had at all, since Nezu's tests would likely take the rest of the day. To his surprise, they were pretty understanding. Sero even complained about him getting a 'get out of classes free' card!

If only he knew that the card wasn't really free.

He had been rushed into a lab by a couple of doctors and scientists, stripped down to his underwear, strapped to a table, and put through some sort of sci-fi scanner where he was turned from front to back and side-to-side with spinning rings flashing lights around him. Suction cups were placed all over him that got hot at random intervals.

Worst of all, he had to stay completely still the entire time!

 _"At least they played Brian The Sun on the speakers."_

Hours of that led to the discovery that his Venom Strike was the result of an influx of bioelectricity from his nervous system. According to his CT scan, he had a new jumble of cells running along his spine that act like a battery. Extreme agitation, like when he really wanted to hurt someone, would trigger a chemical reaction in the 'battery' that produced thousands of volts of electricity, much like an electric eel or Kaminari's Quirk. After using his Venom Strike, the chemicals would slowly replenish themselves from the nutrients he ate and the amount of sleep he got.

Luckily, he would never produce enough current to kill a healthy person outright, much less the super-tough Villains he'll be pitted against as a Hero. There was also no danger if he didn't use it once a day, but having it at all was stirring the scientists examining him into a frenzy. He, a Quirkless person, had grown an entirely new organ after a spider bite. It was simply unprecedented.

 _"First setules and now a spare battery in my spine. My body is getting weird."_ He cringed at the thought of further mutations. _"What's next? Spider legs growing out of my-"_ Izuku stopped his private musings to see none other than Kacchan waiting at the school gate.

"Kacchan…" His head was bowed, his hands in his pockets.

But when he turned to face Izuku, Kacchan's face was set into a scowl.

 _"Oh boy."_ He had been meaning to talk to Kacchan after the match, but he hadn't known what to say. It wasn't to brag. Even after winning, he hadn't had the heart to do something that cruel. _"But it wouldn't be right to just leave without talking to him."_

Kacchan was standing in front of him but was not saying anything. He was just looking at Izuku, as if waiting for something.

He bit his lip. _"Why do I have to be the first to say stuff in situations like this?"_

Might as well start with the elephant in the room and work his way from there.

"Kacchan… about the match." Izuku took in a deep breath. "I'm not going to apologize about anything I said. I… I meant every word of it. How… how you ignored how I was trying to be…"

"Save it. I don't want to hear that mushy crap." Kacchan growled. Izuku felt his mouth clamp shut on reflex. "Yeah, I've got somethin' to say about the match today. But not about all that shit you spewed while kicking the crap out of me."

Here it comes. All the shouts about how this wasn't really a win. About how Izuku had been keeping all these powers a secret just to pull something like this. The same old tune he had on repeat for the last ten months, this time with an ever-so-slight remix…

"You won, but that doesn't mean shit!"

"Huh?"

Izuku watched as Kacchan raised his head. He had the same perpetually pissed-off look he gave everything. But now there was anguish Izuku had never seen from his childhood friend before.

It somehow reminded Izuku of the day his world shattered when he learned he was Quirkless.

"What, do you think I'm stupid!? You think I can't see with my two eyes!?" Kacchan buried his face into his hands. "I lost, and the worst part is… it's _ALL MY FAULT!_ "

He didn't know what to say to that. It sounded like something from a dream. Or a heatstroke-induced hallucination if he wanted to be realistic.

Katsuki Bakugou, one of the strongest, smartest, most talented, and all-around stubborn people he knew… was admitting defeat? And that it was his own fault?

 _"What in the world?"_

"And to you, of all people!" Kacchan had balled his hands into fists and held them to his sides. "What pisses me off even more is that Four Eyes was right!"

 _"Four Eyes… does he mean Iida-kun?"_ He briefly remembered the criticism Iida leveled at Bakugou, his uncooperativeness to Yaoyorozu and how he wrecked the building.

"If I had just worked with Ponytail, she would've been ready for you! Hell, we would've blown you to kingdom come while you were still scouting the place! And… goddamn it!" He stomped the pavement and smacked his hand against his forehead. "I could've screwed up the building and wrecked the bomb! You would've beaten us without even laying that stupid Venom-whatever on me! Damn it, how could I have been so stupid!? If I had just thought for two goddamn seconds then… then…!"

 _"He's not angry at me… not completely."_

The revelation hit him like a bucket full of cold water.

 _"The person he's really angry at… is himself."_

This was the first time Kacchan had ever lost because of his own actions, and it had been eating at him ever since.

"And it's not just you!" Kacchan looked back in Izuku's eyes, and he could swear that he saw tears in the corners of the explosive teen's eyes. "When I saw Icy-Hot's match… I realized I couldn't beat him one-on-one! I saw each one of those extras do something that… that I could've lost to if I wasn't careful! If I didn't get better!"

He pointed to Izuku, his teeth grinding against each other as he growled.

"But I'm not just going to stay the way I am, the person who lost to a damn nerd like you!" He thumbed at his chest and shouted, "I'm going to get stronger, Deku! I'm going to train so goddamn hard that the next time we fight… it's going to be me who's on top! You hear that!? Do you understand me, Deku!?"

 _"Kacchan, the reason I was able to beat you is because of these powers. You see, they aren't really a Quirk and… and well…"_

He wanted to say blurt out the real reason why Kacchan lost to him after all these years.

Would it have been to make Kacchan feel better, or himself?

Regardless of whether it would have worked or not, the fact remained that these powers were his. He hadn't stolen them from Peter. He hadn't been gifted them by some otherworldly force. All Might hadn't gotten down on one knee and given the spider to him.

It was random chance, and Izuku had made the power his own.

 _"And those powers, along with the skills that I learned, were what really beat him."_

"Well!? What the hell do you have to say to that, Deku?"

Kacchan's glare was harder than ever and was clearly expecting some kind of response.

So Izuku gave the only one that would satisfy him.

He thrust his fist in front of him. "I'll get stronger too, Kacchan. When we have that rematch… I won't go easy on you."

He stared at the blonde who glared back at him.

Then, with a click of his tongue, Kacchan turned around and walked away.

"You better not, Deku. If you do, then I really will kill you."

Izuku watched Kacchan's retreating form with a frown. _"At least he's taking it well."_

Perhaps this was for the best. Kacchan was turning this loss into motivation to get stronger.

Even if it was weird that his goal was to beat him.

 _"I'll just have to deal with it tomorrow."_ Izuku opened his phone and clicked on his NHA News app. Lately, there had been reports by that reporter lady Ouka Oosawagi who seemed to have it out for Peter. But it was still one of the best Hero news websites around. _"Maybe Peter's dealt with this kind of thing. I should meet up with him at the park and ask…"_

The app finished loading and he laid eyes on the top story.

 _"HERO KILLER STAIN WEBBED UP! SPIDER-MAN VIGILANTE HOSPITALIZED!"_

Izuku dropped his phone. Even as it clattered on the floor, his eyes remained fixed on that one headline.

"No..."

* * *

To Be Continued...

* * *

Note: Another chapter hot off the presses from reppuzan! It's only thanks to his contribution do you guys get high-quality content!

Still getting used to the voices of each character, and unfortunately I'm not Japanese so I don't really understand the nuances of the honorifics. Luckily, reppuzan's here to help me out. We're also going to go back to previous chapters and fix mistakes, including some other things so please be patient.

This chapter was a bit hard to write because of all the fights. I try my best but unfortunately fights have always been my weakest suit and they take a bit long to write. It's hard to translate what's going on in my head to written format. I suppose that's why comics have artists and writers work side-by-side. They can cover for each other's shortcomings.

Hope they were good, though.

Bakugou was a ton of fun to write, partly because this is the turning point from when he becomes just another arrogant bully and begins to slowly turn into a character that we can't help but find fascinating. Sure, he's still a jackass but one who develops and it's why he's so popular to the fandom.

Check out this fic's TV Tropes page and be sure to add whatever you like.

Also, make sure you leave reviews! Your feedback allows me to grow and develop as a writer, and motivates me to keep providing you all fun content!


	14. Issue 13 - Echoes of Silence

"Is everything to your liking, Ma'am?"

Himiko Toga gave the waitress of Nekoya, the Western restaurant she had decided to take her date to, a big smile. "It's perfect! The hamburger steak was nice and juicy!"

She had ordered it medium rare. Ordering it raw would've made her stand out too much, and while saying it was a condition for her Quirk was a good way to get the help to shut up, it would still draw attention to her.

Himiko didn't mind. While she preferred her beef rare, medium rare gave her plenty of that wonderful red liquid. Myoglobin was so close to having the real thing. But Himiko wouldn't fall in love with a cow just because it had wonderful insides.

She wasn't a _freak_.

Still, it was soothing to watch it run across her plate and dye her white mashed potatoes red. Sometimes she would see her reflection in the red puddles and let out a sigh of delight, only wishing that it was the blood of her lover...

"Ma'am? Are you okay?"

Himiko looked back at her waitress who was wearing a cute little French maid uniform. "Oh, yes! My mind wandered a bit is all."

"Yeah, I know how that feels." The waitress glanced at the other end of the table, an empty plate and a glass full of what was formerly iced water now dripping with condensation. "Um... I don't mean to pry or anything, but is your guest going to be coming anytime soon? It's been over an hour since you sat down and ordered."

She giggled. "Oh, don't worry. I didn't get stood up. I just asked for that glass to complete the scene. In many ways, we will always be together.

The waitress nodded slowly. Obviously she understood. "O-Okay... well, so long as everything is alright with your experience..."

Himiko waited until her server was gone before reaching for her purse. As she opened it, she smiled at the small vial full of her darling's blood.

 _"Love and luck really can bring people together."_

She could not believe her luck when she stumbled on her Spider-Man webbing up the guy with the knives to a lamppost. The guy seemed like he took a real beating from her love. His face was messed up, cut open and bleeding through his webs. His knives were all broken and webbed to the floor, just out of reach of his broken arm.

The webs hid it, but she could tell the knife guy had a broken jaw, a torn cheek, and burst lips!

Oh, if only she had been there!

But that was not the best part.

The knife in her beloved's back and the torn side wouldn't stop bleeding. The precious red stream that was just short of black dripped onto the street, turning the red hues of his costume darker while the blue became an almost bruised shade of purple.

The knife guy gave her a gift she could never repay. The image of her beloved, bleeding and perfect. The blood pooling beneath his feet as he finished webbing the Villain up.

 _"And now... we can have a romantic night together!"_

She had filled the syringe she had always kept in her purse with his blood while everyone had gathered around to take pictures of Spider-Man swinging away with that floozy or the Villain he captured. She had just managed to fill one vial before the cops came in and broke things up.

Himiko got up from her seat and went to the bathroom. As expected, the polished white tiles gleamed as brightly as the sink and mirrors. She walked past the stalls, casually looking into the cracks to see if anyone was in here with her. When she was sure she was alone, she walked to the sink and took out the vial.

It wasn't the most romantic of locales to do this, but she just couldn't wait!

 _"Soon, we will become one..."_ She had to hold back a moan as her body quivered with pleasure at the mere thought of it.

But now wasn't the time. She would have the time for that when they got back to her apartment for some real fun...

The door opened and Himiko gasped. The vial dropped from her hands and shattered against the white tiles, splashing and the blood within splashing in front of the sink.

 _"Shit!"_ Himiko only had seconds to act or there would be some uncomfortable questions she couldn't answer. She kicked the glass further under the sink and out of sight. She brought her right hand to her mouth and bit down, piercing the flesh and letting her own blood drip before smearing it under her nostrils.

"Nosebleed?" She looked to see another girl around her age had entered, one with red hair tied into a ponytail wearing the red and black uniform of one of the local schools. "Man, that looks bad. You want me to call for help?"

"No! No thanks." Himiko let out a strangled laugh, muffled slightly by her hand. "I... I have a condition. This kind of thing happens a lot. It's completely harmless!"

Her eyes drifted to her beloved's blood, sitting there on the floor, Beckoning to her, begging her...

"Oh, I've heard of stuff like that!" The girl was now putting on some lipstick. "My girlfriend says that her boyfriend's Quirk makes him bleed out of his nose whenever he presses up close to someone he likes! It's a real nightmare for his clothes, but she loves it since it always happens to her! Dunno the appeal myself. Why the hell would anyone want to see their boyfriend..."

 _"Shut up. Shut up and get out of here, you stupid bitch!"_

Every second spent with this interloper prattling away was one less second spent with her beloved!

She wanted to be with him in mind, body, and soul! Her heart ached knowing she wasn't one with him now!

"Anyways... a word of advice. Put your nose under a running tap." The girl smiled at her as she put away her lipstick. "That way it doesn't clog up the drain!"

"I-I'll keep that in mind," Himiko lied, not taking her eyes off of Spider-Man's blood.

The girl nodded and left, the door slamming shut and giving the two lovers some much needed privacy.

Himiko was on her knees in an instant, her hands almost framing the blood of her new love. Her breath came out in almost visible huffs of excitement, her now-bloody face widening into a shark-like grin.

 _"We're finally alone..."_

Slowly, she brought her face down, her tongue hanging out and salivating with anticipation. If one could see her now, they would think she was trying to make out with the bloody floor.

Instead, she dragged her tongue across the tiles. Himiko moaned as the coppery yet sweet taste of her lover's blood hit her taste buds. She felt incredibly horny, her body heating up all over. Now was the time to run into the stall and pleasure herself as the change began.

It would only take a couple of seconds for her bones to grow, her belly to expand, and her hair to retreat into her skull and change color. She would become her love, and he would finally be a part of her.

At least for a bit. When she found him after this she would take all of him and things would last a little longer...

Himiko felt something shift in her stomach.

 _"Something's wrong."_

Her stomach knotted and twisted, as if something were alive in there and clawing its way out.

 _"Something's wrong!"_

Himiko choked back a cry of pain as a stabbing sensation hit her gut. Her arms wrapped around her midsection as she heard something hit the bloody tiled floor with a wet squelch.

Then, the needles stabbed into her body. Her face felt like it was on fire!

This wasn't right! Her transformation was never painful! It was never like this!

Himiko shakily got to her feet and her hands gripped the sides of the sink. "S-Somethin-!"

She wasn't able to finish her sentence as she began vomiting into it. Her hamburger steak went up and out, followed swiftly by her lunch and the toast she had for breakfast.

 _"H-have to run the tap!"_

Her weak hand managed to grip the handle and turn it. The hot water steamed as it helped to drain the bile that was turning from yellow to green to red...

It was both grotesque... and oh-so pretty.

 _"D-Don't want to clog the..."_

The sink overflowed, spilling the scalding water onto the floor as if to mock her. Himiko gawked as something fell in and churned in the drain.

It was big, pink, and had strains of red draining into the churning depths of the sink.

 _"What.. no... it can't be...!"_

"Ma'am!" The door opened and the same waitress that was serving her walked in. "Ma'am, are you al-!" Her eyes widened and she shakily pointed at Himiko. "Ah... ah... AAAAAAHHHH!"

For the first time, Himiko looked up to see her reflection.

All of the skin on the left side of her face had fallen off, revealing the bubbling, festering flesh beneath. Pus and blood leaked out as bits of flesh fell down into the running water that had long since been dyed red and green. What was left sizzled and steamed as if it had been splashed by acid.

And for the first time in years, Himiko Toga screamed.

* * *

Peter was intimately familiar with the concept of a dreamless sleep.

It wasn't just a dramatic device for writers who were too lazy to describe some of the mundane or crazy crap people come up with when they turn in for the day. There were times when the mind was too exhausted to come up with a home movie to enjoy. No sweet dreams, no nightmares, and no bizarre lucid dreams that ranged from submitting photos to the Daily Bugle in full costume or swinging around the city as a pig.

He usually had the dreamless sleep when he got so messed up that he had to be dragged into the medical bay of Avengers Tower or Night Nurse's office.

 _"...Immense blood lo-"_

And while most people would think that his time spent in this near-catatonic state would mean he was taking a glorified nap, it was not the case.

 _"Knife had torn through the..."_

The annoying thing about having a decent but not Wolverine-level healing factor was slipping in and out of consciousness. He was alert enough to feel the surgeons poking around inside of him, but not enough to actually do anything about it.

 _"Damn lucky the cut didn't slice open his gu-."_

The drugs they pumped into him kinda helped. Instead of feeling as if he was being sliced open and stitched back together, it felt like he was being tickled or that a warm piece of metal was gently being run across his flesh. He wasn't seeing any pink elephants. In fact, all he could see was blurry blobs that looked vaguely humanoid and bright lights.

 _"His blood is giving off peculiar radiation, but it doesn't appear to be harmf-"_

 _"Doctor! The patient is...!"_

 _"Give him some mo-!"_

It was almost a miracle that he managed to return to "sleep."

But it wasn't as "restful" as his previous unconscious state. Thoughts filtered in and out, stopping him from fully sinking into the black recesses of his mind.

 _"They probably took my mask off. Perfect. Not only am I stuck in the hospital, but now my face is plastered all over social media. Well, at least I'm not going to have to say 'pizza time' again."_

But it was frustrating. Even if he hated the damn job, it was still his way of getting some cash without resorting to hand-outs from Izuku.

Izuku...

 _"He's probably freaking the hell out right now. Crap. Hope the kid doesn't do anything stupid."_

In this modern age when an idiotic tweet could make hours of content on the nightly news, the news of his condition were probably ranging from being dead on arrival to making a complete recovery.

 _"And that's just another reason why I could never let Mayday know about this. She didn't need to worry about whether I'm coming back alive from a run-in with a murderous psycho. She and Mary Jane don't have to wait outside the hospital, trying to decide whether to blow my secret identity just so they can see me."_

Instead, all Mayday had to do was grumble about how her dad was skipping out on his weekend for work stuff. Mary Jane wouldn't have to worry about him, since she now had her own life to worry about and not about the activities of a man who decided dressing up in spandex to beat up criminals was an excellent life choice.

 _"God, Mary Jane... I'm so sorry. Why couldn't I have talked all this out with you years ago? How could I have let things fall apart? Why did I think everything was fine because you said it was?"_

But would he have stopped just because she asked?

No, he probably wouldn't have. Because it was his responsibility to keep going. It didn't matter if his bones kept breaking, or if his friends kept leaving, or if people he loved kept dying, or if his life sank deeper and deeper into a hole...

Peter had great power, so he had a great responsibility to keep on fighting until it killed him.

He wouldn't be free unless he died...

 _"Daddy!"_

Peter's eyes flew open and he bolted upright. "May...!"

He instantly regretted it as his side screamed in agony while his eyes protested the sudden change in lighting. _"Oh man, that was a bad idea..."_

But as he tried to bring his hands to massage his throbbing temples, he noticed something hard and cool kept him from bringing them higher than his chest. A quick glance down confirmed that yes, he was in a hospital bed and dressed in the customary gown, but thankfully with a blanket over his lower body. He'd been hooked up to an IV drip on his right, providing much-needed nutrients he needed to heal. And, unsurprisingly, handcuffs were clasped around his wrists and secured on the metal bars on the sides of his bed.

"Huh, you're awake. That's surprising."

Peter quickly scanned the room. It was like any other hospital room with a small dresser, a flatscreen television playing Twin Peaks with Japanese subtitles on mute, a potted plant...

...and two chairs to his left for visitors. In one sat a man in a brown trenchcoat with neatly combed black hair. He was giving Peter a friendly smile, but the eyes were steely and seemed to be studying every inch of him.

He closed the book he was reading, _The Amazing Adventures of Kavalier & Clay_ by Michael Chabon, and set it on top of the other chair that was occupied by a hat. "You lost a lot of blood from the knife wound and the cut on your side. The doctor said that you would be out for at least a week."

Peter decided that playing the semi-delirious patient wasn't going to work. The guy seemed too observant to buy that. "Well, I've always been a fast healer."

"Not fast enough. Those wounds of yours haven't closed up yet, so I wouldn't recommend struggling against your restraints." The guy reached into his pocket. "Now, you probably have a dozen questions you want to ask..."

In spite of his exhaustion and pain, Peter flashed a cocky grin, "Not that many. I can guess the answers for most of them."

The guy's mouth twitched a bit as he pulled out his wallet and opened it, flashing a police badge. "Well, that's good. Because I'm Detective Naomasa Tsukauchi, and I have more than a few questions that I hope you can answer."

Peter let out a tired sigh.

 _"Well, this conversation had to happen sooner or later."_

But he had been hoping it would be later, and preferably with the Avengers or Fantastic Four finally arriving to back up his story.

* * *

Naomasa took out his notebook and pen, the ink-filled tip hovering over the paper as he studied the injured Vigilante.

The fact that the man posing as Spider-Man was a Caucasian male was a bit of a shock. If someone was going to be moonlighting as a Vigilante, it makes more sense to do it in their home country.

The possibility of him being an illegal immigrant was there, but he could tell from the man's accent that he was an American. If an American was going to sneak into any country, it would have been in Canada or Mexico and neither were in the kind of shape for that to be better alternative living. Japan's illegal immigrants consisted of the Koreans, the Vietnamese, and the occasional Australian.

 _"But I guess I'll get the answer to that soon enough."_

Clearing his throat, Naomasa began with the basic questions. "So, what is your name?"

"Tobey Reilly."

His Quirk let out a mental ping, but he didn't need it and gave the man a look. "Sir, please be serious."

He grinned. "Saw right through that one, huh?"

"You could say that in the past few months I've become a fan of the Spider-Man franchise. The first name is from the Spider-Man actor of the first movie series and the last name belongs to the clone Spider-Man had in the comics."

The old comics were pretty hit or miss, and Naomasa wasn't a fan of the two "Amazing" movies or the "Marvel's Spider-Man" anime, but for an old Hero series it wasn't bad. A bit hokey, yes, but not bad.

Naomasa studied the man and took special notice of the grin. _"Was he using that… to test me?"_

To see if he was good enough to see right through lies and focus on the truth?

"Alright, you got me." The man raised up his index finger. "I'll tell you my name, but I wanna let you know that no, I'm not lying and this isn't just a funny coincidence."

"Alright." Naomasa scribbled down "name" on his notebook. "Shoot."

"Peter Parker."

He raised an eyebrow. His Quirk was telling him this wasn't a lie. "A Vigilante posing as Spider-Man whose name is Peter Parker." He wrote Peter Parker on the paper but put a question mark at the end. "What are the odds?"

"Pretty good, considering I am _the_ Peter Parker and I'm Spider-Man." "Peter" let out a chuckle that induced a slight wince. "Accept no substitutes."

Years of working as a detective gave Naomasa the ability to keep a straight face when confronted with bizarre and horrifying situations like this. It served him well when he heard Peter's statement. "So… you're the Peter Parker from what? The comics? The movies?"

He scribbled and underlined, "mental ward escapee?"

"Neither, surprisingly." Peter waved his hand. "Well, kind of like a fusion? All the stuff you guys put out got bits and pieces right. Not all of it, but enough that it's kinda eerie."

"Then were you trained by Iron Man in your…"

Peter scoffed. "God, no. Tony never gave me the time of day until I was in my thirties, and I had to make my own suit and gear. No handouts for me, unlike that lucky little snot from those Marvel Studios movies." He shrugged begrudgingly. "Good actor, even if he was kinda baby-faced."

 _"So, his… backstory, I guess, is based more on the comics."_ Naomasa's lips pursed. This conversation was already ridiculous, but he had a duty to see this through. "As for how you've come to this… world?"

"Well, ya see that's an even funnier story. I was fighting Mysterio in this warehouse where it turned out he was running weapons and people from my world to yours through a magical portal…" Peter let out a bitter chuckle. "Aaaand you don't believe me."

He allowed a small smile to grace his lips while scribbling down, "definite connection with Mysterio and observant enough to understand people's reactions."

"You have to admit, it's a little hard to believe."

The foreigner scoffed. "Come on, man. You have people walking around with a cactus for a head and making fire from thin air because their pinky toe joint is fused. Don't tell me that other dimensions is the craziest thing you've ever heard."

"Well, it certainly isn't the craziest. I once heard a homeless man saying that aliens from Pluto's core have taken over Earth's government, and that they had ruined his life because he knew of their existence." He tapped his pen against his notebook. "And it's true, Quirks are pretty unbelievable when you put it like that. However, I do know they are more complicated than the toe thing even if I don't know the specifics. Other dimensions and you being the actual Spider-Man? That's a lot harder to accept."

"Okay, I'll give you that." Peter glared at him with a steady determination. "But I am Peter Parker, and everything I just said is true."

 _"And that's the scary thing about you."_ His Quirk, ever the chatterbox whenever he was interviewing a Villain, was silent. _"You think you're telling the truth."_

Many people thought his Quirk was perfect. He was a human lie detector, someone who could weed out the lies from the truth and wrap up cases in almost no time at all. All he had to do was keep quiet about what his Quirk was and keep the bad guys talking.

But it wasn't foolproof when the person he talked to honestly believed what they were saying was the truth.

The crazy drunken hobo was just the most cheerful example he had of his Quirk's faults.

Years ago, when he had started out as a detective, he was assigned to a case where a father had beaten his own son to death while his unconscious wife was sent to the hospital bloody and bruised. Naomasa, trying but failing to keep his cool, had demanded to know what on Earth could have made the man do something so horrible.

The man was taken aback at first, but spoke with the kind of patronizing calm one would use to speak to a child. According to him, it was the man of the house's duty to correct his wife and children. Violence was just a tool to make his points clearer. He went on to say he hadn't meant to take it this far, but the boy had dared to try and stop him when he was "correcting" his wife's cooking.

To Naomasa's horror, his Quirk made it clear that as far as he was concerned he was speaking the truth. That in his twisted and cruel mind, hurting his own wife and kid was just something he had to do.

"Hey, buddy? You there?"

He looked back at Peter and gave him a smile. "Whether I believe you or not is irrelevant. What matters is that you believe it and tell me everything you know. For instance, did you actually make those web-shooters yourself?"

"Yup. Originally it was made out of a bunch of junk I kept by my lab, but over the years I've made some adjustments."

Naomasa made the note, "Self-made gear. Send to R&D ASAP."

Peter's tech was more advanced than anything he had seen on Heroes. It was easy to see why witnesses said he had a web-producing Quirk. _"It's almost like the stuff Mysterio's Villains had."_

Except Peter's gear didn't fry from the inside out. It was frustrating, but it showed how much Mysterio thought ahead. All of the technology he provided to Villains had a kill switch that would activate whenever they got caught by Heroes or the police. The app they talked about was designed to work the same way, wiping the phones completely and making the source untraceable.

If they could figure out how Peter's gear worked, it would be a great boon to society.

"Alright, I've kept you up long enough and you need time to recover, so I'll just ask you three more questions." He pursed his lips. "Well, four technically."

"Alright, shoot."

"Do you know who Mysterio is, and what is your association with him?" He watched as Peter raised an eyebrow. "I know you've made him out to be a Villain in your previous statement, but I just want to be clear on this."

"The guy's name is Quentin Beck. He was a special effects artist before deciding that being a supervillain was a lot more profitable." Peter waved his hand dismissively. "Kicked his butt for years, then all of a sudden… I dunno. Maybe he kinda lost it. Human trafficking and weapons dealing is kinda over the top, even for him. But he's trying to become a big shot here as you've seen yourself."

 _"Well, so much for that."_ He and the Heroes had been keeping an eye out for any deals made under the pseudonym "Quentin Beck", but so far nothing had come up. _"If I had to guess, Mysterio didn't want his dealings to be too obvious."_

"Oh yeah, and he might be using the name 'Ludwig Rineart.' Dunno why, since he keeps using it to the point that me and the rest of the superhero population can see right through it."

Naomasa pen flicked across his page. "LUDWIG RINEART - POSSIBLE ALIAS!" Of course! If they couldn't find anything with the name Quentin Beck on it then the next logical step would have been to look under other names the character Mysterio hid under!

"Found something good, huh?"

He nodded at Peter's grinning face. "Possibly. You could say you provided some useful information. Now, for my next question…" Naomasa steeled his gaze at Peter. "Does the name 'All For One' ring any bells?"

For the first time in a while, it seemed as if Peter had been caught off guard. "Yeah… I saw that name on Mysterio's computer before he tried to let out his inner Jack Nicholson. Something about weapon deals and transporting Mutants to him… is he some big-time Villain here? Because I tried to do some research and came up with jack squat."

He leaned back, writing down, "All For One & Mysterio: possible accomplices."

"You could say that." No need to tell this man that All For One was someone who, until recently, was believed to be dead and whose existence the police tried damn hard to keep hidden.

"Ah, gotcha. The slippery 'shadow mastermind' kind." Peter chuckled in amusement. "Dealt with some of those guys before, no need to go into detail with me. I know the type. All shadows, communicating through televisions or FaceTime and when they need to fight they pack a punch."

"Well, I suggest you keep your mind off of him. You won't be getting involved with those affairs anytime soon." He looked at his watch. He only had a minute before the doctors came to kick him out. "Alright, final question…" He leaned forward. "Are you working with anyone?"

"No. Spider-Man is a solo act."

Naomasa felt the mental ping of his Quirk.

 _"You're finally lying… but why?"_

He made a note of the possible accomplices and got up. "Well, I better leave you to recover. The remote is on the table and you should be able to reach it if you want to watch television…"

"Wait, don't I get a phone call?"

Naomasa could see that the easy-going grin was a mask to hide the man's nervousness. "Sure, we can probably arrange that after the doctors give you another look over. But you'll have to be watched while you're doing it. Procedure and all that."

"Gotcha. Nice talking to you, buddy."

"Likewise." He collected his hat and book before quietly leaving the room and closing the door behind him. He looked up to the Flame Hero, Endeavor, who leaned against the wall to his right. "Well, he's lucid and pretty talkative all things considered."

The Hero grunted. "As for what he said?"

"Take a look."

Endeavor took his notebook and leafed through it, his scowl growing deeper with every line he read. "This man is completely divorced from reality."

"That's one possibility."

Endeavor gave him a look. "Don't tell me you're actually buying this nonsense. I thought you were smarter than that."

"I'm not sure…" Naomasa already knew the world was a strange place, but this went beyond strange and went into the fantastical. But weren't Quirks considered the stuff of fiction before a quirk in genetics made the powers of comic books a reality? "In any case, there might be a kernel of truth to his words."

"I suppose there might." Endeavor tapped on the note about Ludwig Rineart. "I need to go and look into this alias. We probably won't get much out of it, but if there's a hit then we'll get one step closer to nailing this bastard."

"And what about the hospital's security?"

"My sidekicks will handle that and Burnin will be taking my place babysitting the nut." Endeavor handed back the notebook. "Sending most of your active officers to assist Nighteye wasn't smart."

"We can't take any chances. Mysterio is still a major unknown," Though, Naomasa didn't like the situation either. Almost half of the officers on duty had been asked to provide backup to the Hero for his sting operation, and, as usual, Nighteye's plan was so efficient and clear-cut that there was no chance the higher-ups wouldn't take him up on it. Nobody thought anything could go wrong, and he supposed that Nighteye's reputation left little room for error.

But for some reason it still left him feeling uneasy.

"Especially if what the lunatic is saying is true." Endeavor crossed his arms and the flames on his face seemed to grow. "Damn it… I thought that bastard was dead."

"I suppose we should've listened to that old cliche." Naomasa pocketed his notebook. "If there's no body, then the Villain is still alive."

"And it should have been All Might who brought it up." Endeavor walked away, his heavy stomps echoing through the hospital. "I'll reach you if I find anything."

He decided that it wasn't a good idea to bring up how All Might couldn't have known that his greatest nemesis was still alive. Oh, how he would have loved to point out that the bastard had taken out most of the man's innards during their last climatic battle. How All Might had tried everything in his power to kill the man who killed his mentor. "But what use would that be?"

Right now, he needed to remain vigilant. While Mysterio hasn't been targeting Peter with Villains like the Prowler, there was still a bounty out on him. The wannabe Spider-Man Villains said so.

 _"And maybe, if I keep talking to you… you'll become less of an unknown."_

* * *

 _"The Hero Killer Stain's reign of terror is finally over!"_ The annoying reporter on the screen, Ouka Oosawagi, shouted with that wide fake smile reporters practiced in the mirror to perfect. _"I am standing in front of the Poli Mana General Hospital. Just four hours ago, the police had taken in the man who's been confirmed by several witness testimonies of previous ambushes to be the Villain known as Stain. He was captured by the Vigilante who has been posing as Spider-Man as of late, but not before claiming another victim in the form of the young Hero Solarflare."_

Stain. He heard that name a couple of times. Some idiot who managed to become the talk of the town because he took out a couple of no-name Heroes.

It pissed him off.

 _"Solarflare had received severe injuries in her battle against Stain, who had received even more severe injuries at the hands of the Spider-Man Vigilante. Eyewitnesses say that the Villain's entire face, and I quote, 'looked like it went through a **bleeping** blender. Blood everywhere, and I'm pretty sure his arm was busted up'."_ Ouka had her voice raised to be heard over the other journalists and reporters clambering around the small police barricade set up outside the front entrance of the hospital. _"Stain has been identified as Chizome Akaguro, a former Hero student who dropped out and had been working as a freeter for the past few years. The police's efforts to discover his motives are still ongoing, as the Villain had been transferred to a separate hospital for operations and interrogation. Solarflare and the Vigilante have been taken to the hospital and are said to be undergoing life-saving surgery."_

This statement also pissed him off.

Who the hell cares that Stain was some no-name dropout? He was a freak who thought too small and knew the basics of attacking from the shadows. In fact, who the hell cared whether Spider-Man and Solar-whatever were going through surgery!? They didn't matter!

Spider-Man was just some loser for that bastard to rage about. Because the idiot had gotten the better of him time and time again.

 _"Now, while this reporter is glad that Stain is out of the picture, I have to ask… is this what we want?"_ Ouka stared at the television, her face pinching to convey her seriousness. _"Vigilantes beating Villains to near death? While there are laws preventing excessive force on the part of Heroes, a Vigilante has no such responsibility. What if this Spider-Man killed Stain in his attempt to capture him? In fact, what if the Vigilante had waited until Solarflare had arrived in order to increase the spectacle of his capture? It's stretching, I know, but still it is something to consider!"_

How come this bitch was giving Spider-Man so much attention? He was just some bargain-bin Vigilante who nearly got himself killed fighting a "Hero Killer." Yet, somehow, they were giving him an entire segment where they went on and on about how he was corrupting the youth or whatever.

His neck was itching.

 _"Well, that's it for me! Back to you, Miyagi!"_

 _"Thank you, Oosawagi."_ The one-horned newscaster, Miyagi, shuffled his papers. _"On the lighter side of things, All Might has begun his first day of classes at U.A and we are just dying to find out what his students think of the Number One…"_

"All Might…!" He couldn't help it. The feeling was too much to bear. He scratched at his neck, barely hearing the stupid feel-good story about the bastard. He panted as the babbling went on, his breath hitting Father's hand before wafting back and covering his face with beads of condensation. Scratching didn't seem to help him, only make the itch worse. "Great, just what I need!" He glared between the fingers of Father's hand as some reporter interviewed the little U.A snots. "When I'm not hearing about Spider-Man, I'm hearing them crooning about All Might!"

"Tomura, please calm yourself."

Tomura Shiragaki turned his head to look at Kurogiri, who stood behind the bar counter. It sometimes pissed him off that aside from his calm, collected voice, he couldn't tell what the man was thinking thanks to the dark purple mist that shrouded his hands and face. Only the yellow slits that acted as his eyes let Tomura know that the man was looking at him, and he couldn't tell Kurogiri's emotions from those either.

His second-in-command wore clothes that matched his deep and calm voice. A suit that consisted of a dark grey vest, a white long-sleeve shirt, and a black tie that matched his black pants and shoes. The only thing that made his outfit something resembling a costume were the five metal plates that went around his collarbone to just below his eyes.

"How can you be so calm about this, Kurogiri?" Tomura demanded, already feeling his neck grow hot as the flesh turned red. "It's All Might all day, everyday on the damn news. And when it isn't him, it's Spider-Man! Doesn't it piss you off!?"

Unlike Kurogiri, his costume was simple. A black long-sleeved t-shirt, pants, and his favorite red tennis shoes.

And, of course, the hands.

Father's hand on the front of his face, one gripping the back of his head, and six along both of his arms. Each of them embalmed, the skin grey and cool. Father's hand used to be calming, but it did little to quell the sheer rage burning within him.

"Only that the news can't seem to find anything more important that happened today, maybe." Kurogiri began polishing a glass. "But it's the nature of the society we lived in."

"Oh come on, don't soften things up for the brat."

Tomura looked at the other end of the bar counter to see Prowler sitting on a stool, her mask pulled up as she chugged on a mug full of foamy beer with an orange slice floating inside.

"Well, look what the cat dragged in." He growled out, glaring at the woman. "What the hell kept you? You haven't been here for days! I thought you had gotten it in your head that you can't blow us off a day before our little operation!"

Prowler set down her drink and frowned. "Look brat, you know full well that I've got my own priorities. Besides, I was never going to be a part of your little ambush."

He scratched his cheek, for nothing else than to prevent his neck from bleeding. "And that just pisses me off. You're supposed to be Sensei's good little minion and you can't bother to show up when I need you the most!"

She sneered at him, her eyes narrowing in anger as she reached into her coat. "Well, you know my arrangement with that… man, so tough shit! I'm already helping you enough as it is! And don't complain about me not being around enough to hold your hand in a fight…"

"I can handle myself just fine!"

"Yeah, and that's why I can keep knocking you on your ass, right?"

Tomura hissed through clenched teeth. She's been like this for years, always pissing him off and calling him "brat" even if by all accounts he was her superior!

What pissed him off more was that she was right about the gulf between their fighting skills. He was faster than he once was thanks to her training, but she had experience on her side.

 _"But not for long…"_

Prowler took out a green thumb drive from her pocket and waved it in front of her. "Besides, I'm giving your little attack the trump card it needs! With this sucker in your hands you're practically guaranteed to do some damage!"

He turned away, scratching his neck once more. "I don't need another handout from that wannabe!"

"Both of you, that's enough." Kurogiri spoke up, taking Prowler's empty mug and refilling it. "Prowler, you know that it is not wise to aggravate Tomura like that. And Tomura, our Master specifically requested we use this gift for the assault. We cannot deny him."

"Doesn't mean I have to like it." Tomura hated this. He hated talking about that wannabe Villain who appeared out of nowhere and who his Sensei assured was the real deal rather than some nut. The guy that seemed to worm into Sensei's inner circle and was supplying the League all this technology. And for what? Because he was some comic Villain brought to life!?

 _ **"What's not to like?"** _His neck almost snapped as he turned and saw Mysterio standing right behind him. The outline of his face had that smug grin that he hated. _**"Do you doubt the tools of Mysterio? Tomura Shiragaki… all I wish is for your plan succeed! It is the wish of my partner, your master, that I do all I can!"**_

"I can do enough damage with just Nomu." Tomura glared at the man, this living cartoon that wormed his way into both his and Sensei's life. "If it wasn't Sensei's wish…"

Mysterio leaned down, his face gaining an extra edge of mocking. _**"Your Sensei wishes it… because he knows that you need all the help you can get for your half-bak-."**_

Tomura's hand shot out as fast as a bullet, gripping Mysterio's chest hard enough to see cracks in the metal. The flame and head flickered as the chest began to disintegrate. The metal broke apart in splinters until the entire chassis fell to pieces.

For a brief instant, Tomura entertained the possibility that he finally eliminated this annoyance.

 _ **"How will you be respected as the face of the League of Villains if you succumb to such childish outbursts?"**_

He didn't give Mysterio the dignity of sagging his shoulders in defeat as he looked to the right and saw Mysterio lounging in a booth, his feet on the table and that annoying smug grin still on his face.

 _ **"For that matter, how can the student of my partner fall for such a simple…?"**_

"Will you cut the theatrics and tell us why the fuck you're here?" Prowler demanded, scooting off her seat and pulling down her mask.

"Indeed. Provoking Tomura is both unbecoming of you and idiotic if its the point of this visit." Kurogiri glared at Mysterio. "Explain yourself."

 _ **"I apologize if you took offense."**_ Mysterio sure as hell didn't sound sorry. _**"I am here to tell you that preparations are complete for the operation tomorrow."**_

"Why the hell are you even doing it?" Tomura spat out. "The assault on U.A will be happening in two days! All this is going to do is…!"

 _ **"Make the League of Villains a name whispered in fear ahead of time?"**_ Mysterio chuckled darkly. _ **"Tomura… my little show isn't an effort to upstage you. My partner has already made it clear that I am to act as I see fit to uplift your rise within this world. And the best way to do that…"**_

Mysterio waved his hand and several small rockets shot up in its wake. They exploded just before they hit the lights, scattering sparks of color that streamed down before disappearing.

 _ **"Is showmanship!"**_ Mysterio took down his feet and leaned forward. _**"The Enforcers and I will be performing this in the name of League. They shall remember that the League of Villains is more than a gaggle of lowlifes commanded by the powerful. The League, through my operation and your assault on the crown jewel of Hero Society, will show them that the shadows have claws and teeth! We will prove that their precious Heroes aren't invincible or all-knowing!"**_

 _"Yeah, and I bet in your mind it'll be all thanks to you. That I'll just be the idiot doing whatever Sensei says, and that I'm beneath you!"_

"Yeah, yeah. Pretty words coming from a glorified publicist."

For the first time, Mysterio's confidence was wiped off his face. Tomura took a special kind of joy seeing the smug bastard sneer at Prowler.

 _ **"Call me what you want, Prowler. But in the end it will be Mysterio who shapes the reality of the masses and uplifts the League of…!"**_

 _"That's enough."_

All of them fell silent and look towards the television. It was now completely black save for the English words "VOICE ONLY" in the center.

 _"Mysterio, while I do appreciate your contributions I find how you address both Prowler and my pupil unbecoming of you,"_ Sensei said calmly, but firmly. _"Do be careful with how you speak to them."_

In an instant, the outline of Mysterio's features smoothed and he nodded. **_"Of course. I meant no offense. Consider it my enthusiasm for the preparations."_**

 _"I'm sure it is."_ In an instant, Sensei's voice became more casual. _"Now, as for the men you are sending us…"_

 _ **"Kangaroo is eager to join your pupil and spill U.A blood. Her brother is less enthusiastic, but he'll do whatever it takes to make his sister happy. They are good at what they do and are actually the highest in the Power Broker app's gold members."**_

 _"Excellent. I look forward to speaking with them and I'm sure they'll get along with Tomura."_ He could practically feel Sensei's eyes boring into him from behind the screen. _"Won't they?"_

Tomura shoved down his anger and muttered, "Whatever."

 _"Now, if that's all you have to report Mysterio, I think you should get back to your operations. You have a busy day ahead of you."_

 _ **"Indeed. Farewell…"**_ He smirked at Tomura and said firmly, _**"Partner."**_

And, like that, Mysterio's form shimmered as if it were a mirage and disappeared from view.

"Fucking hate that guy." Prowler muttered as she rolled her mask back up.

"Hm." Kurogiri walked around the bar and began to wipe the table where Mysterio's feet once were.

"What makes it worse is that I have to work for him most of the time." Prowler gulped down the amber liquid and finished it in under a minute. She gasped and wiped away the foam mustache on her lip. "Anyways, I'm outta here. I'll be in the area tomorrow so just text me when you're ready."

"Yeah, just get the hell out of here." Tomura scratched his neck and watched as Prowler left the hideout. When the retreating sound of her motorcycle disappeared, he muttered, "When is she going to give up on that 'normal life' bullshit and stick around full-time?"

 _"Eventually. Some just take longer than others."_ He turned back to the television and Sensei continued. _"I want to talk to you in an hour, Tomura. That way we can discuss your concerns about my partnership."_

The television turned off, leaving only Kurogiri and Tomura in the bar.

"Try to hold back the temptation in destroying Mysterio's body next time, Tomura." Kurogiri returned to the bar. "If you destroyed the real one, cleaning up all the metal and oil stains would be a nightmare."

"Shut up, Kurogiri."

* * *

"Sorry for the wait, bud!"

Peter was only momentarily taken by surprise when the door to his room was practically thrown off its hinges. The person who stepped in was a young woman with flaming hair that had two bangs framing her face and a long strip going down the center. She wore a light colored jacket with her collar, belt and wrist guards all dark with a smaller white line. She also wore a clock-like symbol on her belt and dark knee high socks, which matched her black domino mask that was connected to a headband.

She grinned widely at him as she advanced to his bed, showing off her shark-like teeth and eyes that burned with passion. "You won't believe how much we're running around trying to keep order in this place! Not to mention the freaking paparazzi! You're pretty popular for a Vigilante, you know that!?"

"Uh… thanks." Peter could not help but be reminded of Molly Hayes and Kamala Khan. Those two were ready to hop right out of their skin from excitement when they first met him. "And you are…?"

"Name's Burnin! I'll be keeping an eye on you for the time being!" Without waiting for him to reply, she took his cuffed right hand and shook it. "Nice to meet ya!"

 _"They've got superheroes doing guard duty?"_ Well, that actually made sense. He was, after all, a criminal with superpowers who could break out of here with his powers. The cops would likely want some muscle to keep the peace. "What happened to that Naomasa guy?"

"Oh, him? He's off doing boring police stuff. Paperwork or somethin'." She already seemed bored with the subject and reached into her pocket. "Didn't catch much of what he said, but he did mention that you wanted your phone call!"

She revealed a smartphone and a small silver key that glistened in the artificial light.

"Well, talk about amazing service." Peter motioned to the television. "I've just been getting reacquainted with what's on TV nowadays. Chopped has gotten freakin' weird."

Especially that awkward segment where an octopus contestant, who turned out to be an actual animal with a Quirk, broke down after learning that the live lobster he got for an ingredient was his best friend.

"Now, I'm gonna free one of your hands so that you can use this thing." Burnin's voice seemed chipper, but now there was an edge to it. He glanced up to see that she kept up her perky smile even as her eyes narrowed at him. "Here's the deal buddy, you use the phone, set it down, and let me cuff you again. Do that without a fuss and we'll be the best of friends. Ya try anything… and I'm gonna have to show you what it means to start something with one of Endeavor's sidekicks."

 _"She probably means it too."_

While Peter knew that he could probably beat her and escape the hospital, he was really in no condition to try anything strenuous. One wrong stretch and he'd be bleeding all over the floor.

"No need to worry, lady. I'm just your helpless little Vigilante trying to recover from saving the day." He held up his hands and showed his empty palms to her. "Honest."

Her eyes lost the glare and she laughed. "Great to hear!" She reached down and snapped off the cuff to his right hand. Peter twisted it a bit, trying to shake off the discomfort from the cuff. "Don't worry about us recording your conversation on an app or something. If we tried somethin' like that any lawyer just out of school would be able to dismiss it." Burnin placed the phone in his palm. "I'll be in the room though. Don't want you to be calling for a pickup or anything like that."

With that, the Hero walked over to the guest chairs and sat down, crossing her arms and legs. She seemed to be finding the cooking show interesting, but he could already tell that she was keeping one eye on him.

 _"This is going to be risky."_ Peter dialed Izuku's number. His thumb hovered over the call button until he was sure Burnin couldn't have seen what he punched in. _"But I need to do this before he does something stupid."_

He hit enter and brought it to his ear. The ringing began, and each time they stopped, Peter felt the pit in his stomach grow. _"Come on, kid! Pick up! Don't you always have that thing on you?"_

If he didn't get Izuku now, who knew when he would get another chance? He would have to try and sneak out, which meant getting into a fight with Burnin that would end poorly for him regardless of who won.

 _"And I sure as hell don't want to get in a fight right after the doctors decided to play around with my insi-!"_

The fifth ring was interrupted by an unsure voice. _"H-Hello?"_

Peter let out a relieved sigh, but kept it short. Time to begin his little one-sided play. "Hey, buddy! How's vacation!"

 _"Peter!"_ Izuku was practically sobbing into the phone already. He could hear the young man sniffling as he blubbered out, _"A-Are you okay!? I-I heard about how you were hurt on the news and… why did Stain target you!? How are you even…!?"_

"Yeah, man! I'm totally fine! Just getting some rest." Peter laughed and glanced at Burnin. She was definitely taking the occasional glance at him and was listening in. "But the food here kinda sucks."

 _"Peter, why are you…?"_ He could already tell the gears in the young man's head were turning. _"The police are in the room with you, aren't they?"_

The kid was smart, but Peter had known that since their first meeting. "Can't say I like the fame all that much, but I'll manage. Anyways, how's your vacation? Have you been sightseeing? What's it like out there?"

It wasn't exactly a complicated code, but it was enough to hide the fact he was talking to a kid whose entire career hinged on them never finding out their relationship.

 _"I-I'm on the rooftop a few buildings away ."_ As if on cue, Peter could hear the wind whistling by Izuku's ear. _"The reporters are leaving, but the police and a couple of Heroes are still hanging around the entrance. I-I think I even saw Endeavor leave! The Number Two was monitoring you!"_

"Buddy…"

 _"They must be taking you seriously, and are probably expecting Mysterio to make his move. I-I think I can probably sneak in, but it's just going to take some time and…!"_

"You know, I wish I could join ya there but I think I'm going to enjoy my doctor-prescribed vacation." Peter kept up the good humor, but his voice dropped.

Time to break the news to the kid.

 _"But… Peter…!"_ his voice cracked.

"You've been looking forward to this trip for years, saving up and practicing your backstroke so nothing would get in your way." Peter wanted to close his eyes, but Burnin would notice his distress. It was likely that she knew this conversation was a cover already. He wasn't being subtle about it, but he didn't want her to give more ammunition to use for the next interrogation. "Don't come flying back just because I got a bit messed up."

Izuku was silent on the phone for a few seconds, weighing his lifelong dream against his mentor's fate.

But Peter knew which he would choose.

If Izuku tried to rescue him that would be it. He would be aiding and abetting a wanted criminal. His chances of becoming a Hero would be flushed down the toilet. He'd get thrown into juvie and his life would never be the same, all because he wanted to rescue someone who helped give him a chance.

 _"Are you sure?"_

Peter grinned. "Yup! Just sit tight and I'll update you when I can!"

 _"Okay… okay."_ Izuku took a deep breath. Peter could already imagine him wiping away tears with his sleeve. _"Please, be careful, Peter. The police… they probably won't believe you."_

Well he already knew they didn't, so that advice was pretty old.

 _"But maybe if you tell them enough, you can help them stop Mysterio! I know you can!"_ His sudden burst of confidence faded and his voice quavered again. _"And… try not to do anything drastic. If Endeavor is guarding you… and you try to fight him…"_

Right. While Peter wasn't all that crazy about the whole rating thing, this Endeavor guy didn't become the Number Two for nothing. "I'll keep that in mind, buddy. Take care of yourself while I'm gone, alright?!"

 _"I-I will…"_ Izuku stifled another sob. _"Goodnight, Peter…"_

With that, Peter hung up and deleted the number he dialed before Burnin could do anything about it.

Either she noticed and didn't say anything or didn't care because she got up and grinned. "All done?"

"Yup." He handed back the phone and allowed the Hero to cuff him again. "Have to say, you guys are treating me awfully nicely."

Burnin laughed at that. "Well, part of it has to do with you beating up Stain! I mean, that bastard put a lot of good Heroes out of commission and we're all thankful you taught that son of a bitch a lesson he'll never forget!"

"And the other part?"

The Hero's grin gained a dangerous edge. "We also know that there's no way you're gonna get out of here the way you are. And with all of us around, it'd be pretty stupid if you tried!" She patted his hand and said, "Welp, all done! I'll be hangin' outside so if ya need anything either send for a nurse or give me a holler!"

Burnin got up and confidently strode outside, the door slamming shut behind her and leaving Peter alone.

 _"Well, at least now I don't have to worry about Izuku."_

He sighed and looked back at the television, the judges finally getting around to deciding who would win.

 _"Still… I need to come up with a plan to get out of here."_

Because if there was one thing the staff of Avengers Tower and Night Nurse knew after all their years of getting acquainted, it's that no injury would keep him around for long.

* * *

The meetings with Sensei were always awkward before they started.

Since Sensei's location needed to be kept secret, the communication between them was limited strictly to secure video calls. Sensei assured Tomura that he was somewhere close by, but the lack of specifics irritated him.

So while Tomura waited for the television screen to come to life and the red dot on the top to indicate the camera was on, he had to sit down like a good little boy.

 _"Damn it. I want to play something…"_

Video games helped him to calm down, especially the musou games like Drakengard. Their goals were simple. Victory was assured so long as he kept on killing. And the "Heroes" weren't those arrogant bastards but those who just took what they wanted and killed damn near everyone else.

He liked to envision that all the knights and monsters that fell to his blade were Heroes, their blood flowing through the battlefield like water.

But no. He couldn't play something like that on his handheld. What if Sensei came on while he was in the middle of a level? It would be beyond disrespectful.

 _"I wonder if this is what smokers and addicts feel."_

He was still pissed off over his meeting with Mysterio which worsened his feeling of agitation. Why was Sensei pulling him to the side instead of ripping the wannabe a new one? He was the one ruining everything!

Tomura's head throbbed as he started scratching again. Father's hand was growing clammy and moist, and that just made him even angrier.

 _"We would've been fine if that bastard never…!"_

 _"Tomura."_

His eyes snapped to the television and he saw Sensei. His heavily scarred head, the skin hiding his eyes, the smile that comforted him more than Father ever could, and the tubes from his life support machine.

All of them soothed Tomura with their familiarity.

"Sensei." He brought down his hands and gripped his knees. "It's good to see you again without anyone else around."

 _"You seem troubled, Tomura. And I'm sure it has to do with my… business relationship with Mysterio."_ There were no accusations in Sensei's voice. His voice was as even-toned as someone talking about the weather. _"Do you mind telling me why?"_

Tomura felt a flash of anger and the urge to itch again. Surely, Sensei knew the answer to that already. He wasn't blind. He wasn't stupid like the rest of this damn world! "What do you think? It's the fact that you're letting Mysterio have his way all the time!"

 _"Mysterio only acts when I see fit to use his services. He has his own way of doing things, yes, but it's only to…"_

"Sensei, the damn wannabe is like one of those characters from a game's second edition! One added in for the hell of it that bends the plot to make them popular at the expense of everyone else!" Tomura could not help but raise his voice. "You sent Prowler away to be his lackey and she hates him! You give him a ton of our resources so he could make that stupid app to create a bunch of copycats when they should be part of the League under _our_ command! You let him, that Clash brat, and those losers strut around like they own the place whenever they visit! Doesn't that piss you off!?"

And that had been what pissed off the most ever since the day Sensei revealed his partnership with Mysterio.

Kurogiri brought the loser in through one of his portals, the bastard proclaiming that he will be working as an equal partner with Sensei to bring down All Might and the rest of the Heroes of this world. Tomura thought the guy was an arrogant lunatic who dared to think Sensei would lower himself to work side-by-side with him.

That privilege went to Tomura alone.

He tried to kill the bastard for his insolence, but Kurogiri stopped him before he could get close. Mysterio just stood there and flashed him the snidest smirk imaginable. One that screamed, "That's right, you just got demoted in the hierarchy."

Sensei had given him a stern talk after that, saying that he needed to cultivate and maintain partnerships as important as the one he made with Mysterio. He gave Tomura the full story, how he was actually the character from another world and not a washed up old man who deluded himself into believing that he was the real thing. That while Tomura couldn't kill Mysterio because of his robot body, it would be incredibly rude to try.

So Tomura had to bite his tongue for months, watching as the bastard gained men and influence within the criminal underworld. He would come by occasionally to give progress reports and bring along the brat who saw fit to scold him like a child for disrespecting the wannabe. All the while, Mysterio would find a way to make some snide remark about how he was out there busy like a bee for Sensei while Tomura was stuck training or playing games.

 _"Tomura, I can understand your frustration."_ Sensei's voice broke through the red haze of his thoughts. _"You're upset that you aren't doing more. You're becoming antsy, you're not laying down the first strike as you hoped. But… you must understand something, Tomura."_

Sensei leaned forward from his chair to emphasize his point.

 _"Mysterio is just another tool for you to use as you see fit."_

Tomura was silent for a second. He wanted to laugh in triumph because those words proved how important he really was to Sensei. But another part of him bubbled in anger. What if Sensei was just saying all this just so he could feel good?

"Then why…?"

 _"The thing is that you do not know how to use him. Mysterio is… complicated. He needs to believe he is in control of his actions, and if you can use that then he will help you rise. I cannot give you all the answers, Tomura. I can only point you in the right direction."_

Right, fat lot of good that did. Why the hell did he need to satisfy that loser's ego? The ego of a loser who got beaten by Spider-Man dozens of times that thought he was hot shit because Sensei pitied him.

It pissed him off.

 _"And if you're upset about having to rely on Mysterio's men… perhaps a way to alleviate this feeling is to try and recruit your own followers yourself."_ Sensei leaned back and allowed his doctor to make adjustments to the machine. _"I have given you as many men as I could, but they are cannon fodder, only attracted to our cause through money. The truly gifted ones require a more… personal approach. And you will have to do on your own one day when I am not here to assist you."_

Him? Personally recruit Villains to the League? _"Yeah, and what am I supposed to do? Put an ad on LinkedIn or something?"_

Still, perhaps Sensei had a point. Mysterio recruited his band of losers personally and didn't offer them much money if what Sensei told him about them was true.

But it was still easier said than done.

"I'll try, Sensei." Tomura gave a stiff nod. "And… I'm sorry about my outburst. It won't happen again."

 _"That's good, Tomura. See that it doesn't."_ Sensei's warm smile returned to his face. _"And do not despair. Your time will come soon."_

With that, the call ended and he was left alone in the room.

 _"Just two more days…"_ That's how long he'll spend loading before he could kill All Might and his gaggle of brats. _"Then the game will really be on. I'll rack up as many experience points as possible before facing off against the boss."_

But for now, he could only wait.

Tomura thought back on his Sensei's words and grimaced.

If recruiting was the only way to feel like Mysterio wasn't running the show… who could he find that would make Mysterio's cronies seem like children?

* * *

Tora Takemi had become a paramedic only a couple of weeks ago. In that time, he had treated Villains that had been burned to hell by Endeavor. He had treated stabbing victims who moaned and cried out for their mothers as they bled over their cots. Once, he had the opportunity to see a "meatball", the mangled corpse of a car accident victim who had no chance of surviving and would die on their way to the hospital morgue.

The man was still alive for most of it, groaning and letting out wheezes through shattered teeth. All Tora could do was try to give the guy some painkillers to ease his pain, but his partner Megumi Kisaragi said he might as well be pissing in the wind. No amount of drugs would help the poor bastard.

So the young girl who he was treating wasn't the worst thing he had seen.

"The flesh degradation seems to have stopped," Megumi said as she swabbed the girl's flesh. It looked warped, red and sore with holes revealing the muscles that were supposed to be healing underneath. Three strands were over the girl's now near white eye, looking as if it were a fleshy cage of some kind.

Megumi flashed a light into the eye and the pupil dilated like any other. "Despite appearances, it seems like the left eye is still functional like the right." She looked at him. "Her vitals?"

"What?"

"HER VITALS!" She slammed her fist against the intercom's button and shouted to the driver, "Housuke, turn that shit down! We're trying to keep this girl alive and your stupid Western band isn't helping!"

 _"Hey, don't disrespect Cream!"_ Housuke sounded hurt. _"They're classic, man! And White Room is really helping me keep my cool when I'm shooting through traffic like a white bullet!"_

"If this girl dies on me I'm gonna show you what a real bullet looks like!"

"Senpai, you know shouldn't argue with him." While he hated Housuke's stupid music, he hated it when the senpai he'd wanted to ask out for weeks got bent out of shape over it. She would just get angrier and by the end of the day would become an exhausted mess. "Her heartbeat's fine, but the Geiger counter's ticking a bit. I don't think it's lethal, but…"

"Yeah, I know." Megumi checked the IV pack and grimaced. "They better have detox ready for us when we arrive."

They had gotten the call just a bit ago from the dispatcher, saying they needed to pick up someone from Nekoya whose face had apparently melted off and was throwing her guts up. The description made the dispatcher tentatively suggest they be on the lookout for a possible radiation-based Quirk reacting negatively to something.

When they arrived, the other restaurant-goers were being hosed down and Geiger counters waved in front of them. Miraculously, it seemed that the girl was the only one giving off any form of radiation. Her face was the most damaged part, but there were some strange wounds on her wrists that were letting out a pus-like substance that was extremely sticky.

So they had the duty of rushing her to the closest hospital and trying to keep her alive long enough to get her to some actual doctors.

Tora looked to the girl and frowned. "Say, didn't the report say she was a blond?"

Megumi looked back at the girl. "Ah, that's not a big deal. A lot of girls nowadays are dying their hair like that. Still, blond with brown highlights is pretty weird." She looked at him. "Look through her purse for her identification. We're going to have to write our reports after this anyways."

"But don't you need help?"

"I'll be fine. Besides, I'm more experienced than you remember?"

Tora grumbled as he did what he was told. How the hell was he going to ask Megumi out when she still thought he needed to have his hand held? It was a serious wound to his pride as a man.

He opened the girl's purse and frowned. "She's got IDs."

"Uh, yeah. So do you, me, and anyone else who…"

"No, Senpai." Tora turned around and showed her. "IDs, plural. I'm pretty sure there's ten cards here."

"Huh." Megumi eyed the girl, but now her gaze was one of worry. "Any… chance her's is in there?"

Tora frowned and looked through. They were eight identification cards of high schoolers with two belonging to an older man and woman in their mid twenties. _"But that doesn't make sense. Why would she have these?"_ Only one of them looked remotely like the girl they were treating, Himiko Toga, and she was listed as having naturally blond hair.

And those strands of brown were their color down to the root.

The song ended, but before Tora could feel even a bit grateful for a sliver of quiet, it changed into one Tora could remember. _"Drowning Man by Duran Duran…"_

Why was he even remembering something like that at a time like this?

His skin scrawled. A feeling of dread spread from his head to his toes. There were very few reasons why this girl would have these cards and none of them were good. "I… Senpai, I think we need to call the police."

Megumi looked at him and he could see her face had become paler than a ghost's. "I think you're right." She motioned to the compartment that held their cells. "Call them and tell them to wait at the hospital."

As if on cue, they hit a pothole and the entire ambulance jumped. Tora let out a short gasp as he made sure to keep himself steady while Megumi clutched at the metal bars to the girl's bed.

 _"Sorry!"_ Came the same careless voice from the intercom.

Tora and Megumi sighed in annoyance and anger. Slowly, he began to shakily walk past the girl and his senior. Despite the seriousness of his task, he paused to look back at Himiko's body.

Her torso, head, arms, and legs had been strapped to the bed so she wouldn't fly out.

"Tora?"

His eyes traced her left arm and his blood ran cold.

The straps that were supposed to secure it weren't there. The hard fabric was torn and her pale arm had the tell-tale marks of irritation of what once held them down.

"Senpai, get a-!"

Himiko Toga's eye snapped open. She gripped the back of Megumi's head by its hair and before his senior could scream, Himiko smashed it against the edge of her bed.

Megumi's nose broke and several of her teeth shattered, sticking to the bed thanks to the blood. But Himiko followed this with two more smashes against the bed, and Tora watched as his beautiful and strong senior who went jogging during her lunch break and talked enthusiastically about football games had her face caved in.

"Ah… ah…" Tora had his back against the cabinets that held the tools he had relied on to save people's lives. He watched as the girl with the nightmare face drop Megumi, who was now letting out weak gurgles and twitching on the ground. "M-Miss… Please… stay… stay…"

He was babbling now. He should be at her throat, trying to choke her life out for what she had done. He now knew that this girl was a Villain, and she was going to kill him. He needed to do it now, while she was distracted and getting her bearings!

But no. His legs felt like lead and his mind kept cycling. _"Radiation victim. Restaurant. Senpai. Cream. Senpai is so beautiful. Duran Duran. Radiation. Senpai is dying and bleeding and her face is gone and oh for the love of GOD I NEED TO MOVE!"_

Himiko was getting up, her restraints snapping one-by-one as if they were made of paper rather than nylon. "What is…" Slowly she took out the IV needle and stared at the blood-stained metal. She was now looking at her wrists, her dead glassy eye not giving away her thoughts. "That's new…"

 _"The intercom."_ Housuke would be able to stop the ambulance and help him get at the monster! They could beat her together and maybe… maybe Senpai will… _"Stop blubbering and get to it!"_

Tora rushed to the other end of the ambulance, his hand outstretched towards the button. _"I can make it in two steps! I can do this! I can li-!"_

Something grabbed his foot and he fell on his face to the floor.

He looked over his shoulder and saw that it was Megumi. Megumi, whose face and skull were caved in so deeply that her eyes were hanging out of their sockets. Megumi, who should be dead but was somehow still alive.

 _"Oh god, Senpai. Senpai what did she do to you!?"_

"He… He…" The ruined hole that was once her throat wheezed out pathetically. Tora closed his eyes and pulled his foot away. He thrust his hand to the intercom button…

But it was hit by something and was now held to the wall just below. A white substance was covering it, and despite his efforts he could not tear himself away.

 _"Webs. It looks like a spider's web!"_

Tora turned around and saw the girl was now crouched on the bed like a cat, her right arm outstretched and pointed at him with the index and pinkie finger out while her middle and ring finger were pressing on her palm. Her lips parted into a predatory grin, made even worse by her ruined left side. Some of her blond and brown hair clung to her face, matting with the blood that was smeared on her lips.

She didn't look like a monster now.

She looked like the devil.

Himiko leapt to him, straddling his waist as she reached for his head. Tora frantically tried to push her away. His left hand made contact with her face and to his horror, he noticed that her face was becoming _Megumi's_.

He was taller than the girl, so his arm would keep her back but not for long. He needed to do something! He had to defend himself before this Villain killed him! _"Wait, my Quirk! If I use my Quirk I can do it!"_

How? How could he have forgotten the very thing that was part of his very being until now?

But he knew why.

He never had a reason to use it, and society discouraged such open display of a potentially lethal Quirk.

But before he could begin to form a barrier that would crush this monster's head into her chest with a simple hand gesture, she raised her right arm to his face.

He noticed that there were two holes in her wrist. One had a white sticky material covering it. The other, just below it, was bigger and dripping blood.

For a brief instant, Tora saw something brown come from within it.

It pierced his eye before embedding itself deep in his brain.

Tora Takemi fell limp. His final thought was a simple one.

 _"At least the monster can't follow me..."_

* * *

Himiko let the change occur, her body growing and changing to become that woman. She was cute in a mature sort of way. The aura she had was like that of a big sister. She wished they could've gotten to know each other, but there just wasn't enough time.

 _"Well, at least I know their names. Megumi-chan, Tora-kun, and Housuke-kun."_ Her mind had been swimming just a bit ago, but she heard their names and waited for the right opportunity to surprise them.

Himiko then noticed that the thing that came out of her wrist was still in Tora's head and pulled back her arm. She looked at it, staring in wonder at the insect-like thing that was brown and caked with Tora's blood and grey matter.

 _"Still, I never expected this._ " She hardly ever went to the gym because her lovers didn't want a musclehead for a girlfriend. And yet she was able to break free with barely any effort at all. One flex was all it took!

And there were the webs. She had no idea where they came from. She just made that gesture on reflex because Tora was trying to spoil their fun. _"But I don't even have my web-shooters and…"_

Wait, she didn't have web-shooters. What on Earth was she thinking?

Her eyes then noticed something strange was happening with her stinger.

The blood seemed to be disappearing. No, that wasn't right. The closer she looked it seemed like the stinger had tiny holes that the blood was being sucked into. She could already taste Tora's blood, and she hadn't put her mouth anywhere near it!

Of all the new things that had been happening to her in the past few hours, this was the most wonderful.

 _"But how do I get it to go away?"_

Almost as quickly as she wished for it, the stinger retracted back into her wrist. It tickled, surprisingly, and made a squishing noise akin to something sinking into jelly. Himiko stared in wonder as the hole it retreated into closed up somewhat, but remained partially open.

"Wow…" Himiko beamed. "That's so cool!"

She needed to tell someone! She needed to tell Mary Jane that…

Her head throbbed and Himiko grunted. A beautiful red-haired woman flashed in her mind, and that confused her. She never met this American before! How could she know who she was?

 _"Wife. Love. I love her, and she loves me I know it and…"_

 _"Hey, guys?"_ A voice from the intercom sounded off and broke her from these strange but wonderful thoughts. Or were they memories? _"What's going on? You guys haven't told me to shut up in the past five minutes."_

Himiko pressed on the button. "Housuke, you can turn off the siren."

 _"Megumi? What are you…"_ He was silent for a few seconds. _"Shit, she's gone isn't she?"_

"Yeah, no use rushing things now."

 _"Damn it."_ He turned off the siren and she could feel the vehicle slowing down. _"Another one. This sucks. We were just a couple of blocks away too!"_

"Yeah, but that's how it goes in our line of work." Himiko could already feel the transformation wearing off. She needed to act fast or else he'll figure out something is wrong. "Hey, can you pull over so we can get some drinks?"

 _"...Okay? Where the hell did my hard-ass coworker go?"_

Himiko didn't hear the guy complaining so she just needed to lay it a bit thicker. "Look, we're tired and thirsty. This girl isn't going anywhere so…"

"Got it!" The ambulance was beginning to slow down and Himiko grinned. "Just give me a sec. Have my wallet ready, because the last thing we need is the two of you strolling into the store looking like you went to a horror show."

"Thanks!" She took her finger off the intercom and looked at her work. Both Tora and Megumi on the floor, bleeding out like Uncle Ben probably did when…

 _"Again. These memories… what's going on? How can I be…?"_

She then looked at the mirror right next to the onboard sink and saw her face. The features she and her lovers had fallen for were now marred on its left side. It looked like her skin had melted off before resolidifying. Her facial muscles were naked and on display for all to see, but she wasn't bleeding anymore. Her pretty little amber eye was now completely milk white and dead-looking. Even as she observed her new face with awe, it remained completely expressionless.

 _"Oh my… what…? I look like… like..."_ Like who? Who was she remembering?

The realization dawned on her.

The blood in the restaurant, the sick feeling in her gut and her stinging face. She had looked in the mirror…

 _"My love's blood did this. I licked his blood and it did something strange to me. This Quirk and these memories must be from him!"_

She heard the door open and she saw Housuke. "Hey, so just hand me the money and…" He then saw the bloody ambulance and the bodies of his coworkers. "What the f-!?"

She didn't let him finish and shot a web with her right hand, hitting Housuke in the face before pulling him in. At the same instant, she used her left hand to send a web to the door and close it before anyone would notice.

She kneeled down and put her left hand on the man's head while the right went on his chest. "Hi! Sorry, but I'm in a bit of a hurry. Liked your music, though!"

She made the mental order for her stingers to come out and in a rush they did.

Himiko could feel them breaking down and greedily sucking up the man's blood, muscles and organs, converting them all into a scrumptious slurry. She laughed and moaned as she and Housuke became one. This was a high unlike any other. She was taking all of him into her and she didn't need to do a thing!

His cheeks were sinking. His frame grew smaller with each passing second. All of him was flowing into her, and that scared look in his eyes was going away!

 _"That's good. We should both be happy during this. It's supposed to be good for the both of us."_

After a few seconds, it was done. Housuke fell to the ground limply, looking like a skeleton wearing a skinsuit.

This transformation was going to last her for a few good hours, and that would be plenty of time.

 _"Not really. With how many calories I burn with my spider powers it would last for about thirty minutes at most…"_

She would have to warn Mayday about this when she got back home. There was a good chance she got the exact same power!

Himiko went to the compartment that contained the spare uniforms. She would need to find one that fit Housuke and try to avoid staining it with blood. Then, she would be able to drive the ambulance to a gas station and get a spare gas can and a few gallons of bleach. Once that was done, she would drive to the outskirts of town, douse the insides with the bleach and oil, then light the whole thing on fire.

It was the only way to be sure.

She glanced at her reflection again.

She now understood. Her love wasn't someone playing at being Spider-Man.

He was Peter Parker, the real deal. Brought to this world by that damned Quentin Beck and ripped away from his wife and daughter. They wanted him and he wanted them back too.

Now they were one.

But not completely.

 _"I need to fix that. I have to. It feels wrong to be apart like this! We need to become one and find a way back home. Then… then we can become the ultimate family!"_

Yes, that was it! That was a plan!

The memories were still flowing into her head in trickles, but she now understood who her new face reminded her of.

It was the mark of her brother.

It was the mark of Kaine.

* * *

 **To Be Continued...**

* * *

 **Note:** **Hey everyone! Here's a chapter fresh from the market and betaed by reppuzan who put up with my bad habits! Thanks a lot man!**

 **This chapter was something I found interesting to write, because I wanted to focus on the aftermath of Peter's battle and what's happening with the Villains. I would like to give a brief shout-out for _Friendly Foreign Exchange Student Spider-Man_ by Zaru, because it did influence the interview scene. While I don't want to bash the thing and I do enjoy the story, the fact that Peter was so easily believed to be from an alternate dimension just because someone with a Quirk that basically reads minds is pretty unrealistic. There are crazy people out there in this world, people who truly and wholeheartedly see their delusions as reality in their own mind. If these people exist, wouldn't that be the logical fault for people with Quirks like Naomasa? You can't tell if a crazy person is lying because, by all accounts, they think they're telling the truth. If you stumbled on someone who gave you their whole life story that sounds like bad science fiction, what would your first thought be?**

 **"This guy's crazy!"**

 **So yeah, just another point that Peter would need some hard proof that he's from an alternate dimension before rational people even entertain the possibility.**

 **Himiko's parts were fun to write because I was able to show off my love for horror. A lot of people seem to forget that while Himiko's cute, she's also a serial killer. Her kills aren't pretty, and if we saw the killings from her victim's POV they would be horrible. So I wrote the entire sections regarding her a bizarre love letter to Stephen King, John Carpenter, and David Cronenberg. Her appearance is based on the Ultimate version of the character Kaine, who is Spider-Man's clone in the comics. It's pretty grizzly and I suggest you google it. The stingers and organic webbing? Basically the powers Peter gained in The Other storyline played for horror. Still hope you all liked it.**

 **Anyways, please be sure to leave a review and check out the TV Tropes page for this fic. Any feedback you give would be great!**


	15. Issue 14 - Crisis On Campus

Katsuki enjoyed taking his morning shower.

It was one of the few things that didn't piss him off. The feeling of warm water cascading down his body relaxed his muscles and woke him up. It made him feel like he was on some distant planet, alone and peaceful.

It also gave him some time to think.

 _"Today is the start of a new day."_ He scrubbed the shampoo in his hair, his eyes closed so that it wouldn't sting them. "Yesterday's shit doesn't mean anything. Deku beat me, and I can't lie to myself about that. All that matters from here on out is getting stronger."

There were many areas in which he needed to improve. First, he would have to up his study time. The first two days attending U.A had been embarrassing on every level, and the only thing that stung worse than losing in the classroom was losing to Deku in a fight. But Deku wasn't his only competition anymore. He had to deal with Four Eyes, Ponytail, and all of the other extras in his class. Then there was his fighting style.

 _"Maybe I should ask the hag for a spar. She's probably got a few tricks up her sleeve."_

He knew that his mom had it kind of rough as a kid, even if he didn't know the specifics. Katsuki asked his dad about it a couple of times when he was younger, but in a surprising show of sternness, the wet blanket told him that the hag would talk to him about it when she was ready. _"'Not my story to tell'. What a bunch of bullshit."_

She taught him practically everything he knew about fighting. However, there were a few moves that she didn't teach him. Stuff that went beyond fighting dirty and dove straight into lawsuit territory.

 _"But she said herself that Villains will be trying to kill me. It's not a practice match, so why should I play nice?"_

After all, there's no such thing as fighting dirty in an actual fight.

His musings were interrupted by banging on the door. "Katsuki! Hurry the hell up in there! You're going to be late!"

Growling, Katsuki shut off the water. "Shaddup! I was finishing up anyways!"

"Don't tell me to shut up! You're the one who's going to pay if you don't get some breakfast in you!"

He dried himself off and grabbed the U.A uniform he'd thrown on the toilet. In a few minutes he was fully dressed and headed out the door.

The kitchen looked the same always, his dad reading the news on his tablet with a steaming cup of coffee to the side, his mom in front of the stove flipping eggs, and rap music by that old group Soul'd Out playing from the speaker on the countertop to her left. He never got why his mom liked that rap crap. He'll take rock any day of the week, but the hag kept insisting that rap was some misunderstood genre.

He was pretty sure she was the reason why Deku liked the crap. She always had it playing whenever he and the lackeys came over when they were kids.

"Turn that down. I don't wanna hear that while I'm eating." Katsuki complained as he sat down. "Put on the news or somethin'."

"I'm the one giving you free food. I can put on whatever I want." Mitsuki slid a plate with toast, eggs, and ham in front of him. "When you start paying the bills, you get to decide what to put on in the morning."

"Come on, you two." Masaru let out a nervous laugh. "It's the morning. Maybe we could spend one morning without getting into a heated argument? Besides, Mitsuki, isn't it good that he's interested in what's going on in the world?"

Mitsuki scoffed. "Please, he just wants to hear who All Might beat the crap out of on his morning commute. He can just ask the man when he gets there."

"Still…"

"Masaru, come on. Don't tell me you actually want to hear Hero news. They always run the same bullshit stories and they always end with the Heroes winning. What's the point in even watching it?"

"More interestin' than hearing Soul'd Out and Biggie Small Prick." He ignored the scathing glare his mom gave him and tore into his food.

The hag knew how to cook. The eggs were always a perfect over-medium and the ham was firm but not leathery. Nothing was burnt and they were always perfectly seasoned.

 _"Not that I'll ever tell her that."_ No need to puff up his mom's ego.

"Ah, shit. It's that late already?" He brought his head up to see Mitsuki turning off the stove and rushing to the coat rack. She put on her cardigan in preparation for her trip. "I have to head to work. I promised them that I would be there and…" She looked to him. "Come on, brat. We'll take the car and I can drop you off since U.A's on my route."

Katsuki took the last bite of his toast. "As if. I'll just walk a-."

He barely even heard her move behind him and only realized it when she put her hand on his shoulder.

 _"Damn. She's really good at that."_

"Come on, Katsuki. You know that paparazzi will be swarming the place. I'll drive you up there and you'll dodge the skeevy tabloid reporters." Mitsuki smirked. "No son of mine's going to be on the front page of the Japan Enquirer!"

"Leave it, hag. I'll walk and deal with those losers myse-OW!" She began dragging him out of his seat by his ear, pinching and pulling like he was some kid! "You bi-!"

He let out another scream as his mom pulled harder. "Don't call your mother a bitch, Katsuki! You're taking a drive with me and that's final!" She turned to Masaru and gave him a light peck on the forehead. "I'm going to be late tonight, so just warm up the plates I left you guys in the fridge. Have a nice day, honey!"

"You too, Mitsuki."

He flailed and tried to break free, but it was no use. She had him good and it would take a fight to get her to back off. But that would waste time and ensure he was late to his third day of class.

He looked at his dad, who began whistling as he turned his full attention to his tablet.

 _"Oh, you cowardly bastard!"_

It took some more tugs, but he eventually caved and allowed his mom to have a victory.

He would take the stupid car ride, but it didn't mean he would like it.

 _"But if any of those losers see me and laugh about it, I'll kill 'em."_

* * *

 _"The whole of life is just like watching a film. Only it's as though you always get in ten minutes after the big picture has started, and no-one will tell you the plot, so you have to work it out all yourself from the clues."_

Mirai Sasaki, known to the general population as Sir Nighteye, was well aware of the irony as he turned the page of Terry Pratchett's _Moving Pictures_.

He enjoyed the series immensely, despite how old it was. The books were kept in print by the fact that there were so many to make movies out of. They were varying in quality and so much about the setting was changed. Mostly out of necessity due to the existence of Quirks, but the most egregious of the changes was in the style of humor.

They sapped Pratchett's deadpan sense of humor that gave the setting so much life. Modernized it for today's audience, making the jokes not land as effectively.

 _"I cannot abide by studio executives who cannot see what is truly funny."_

Mirai also appreciated this deadpan, yet witty humor because it suited his disposition. He was well aware he could not be like All Might, his former partner, and make people feel at ease with a joke and a laugh. So some wordplay and humorous observations were able to elicit the happiness Heroes swore to instill in all those around them.

 _"And I suppose there's an extra bit of irony in reading this, considering the operation."_

A knock came from the door to his office, the rappings to the tune of "Shave and a Haircut". An old gag, one that will need to be addressed after the mission.

"Come in." Mirai shut his book and adjusted his tie, glancing at the small desk mirror he had. Josu Moashi, his sidekick Centipeder, came in with his immaculate black suit. The florescent lights reflected off of his polished centipede head.

"Sorry for disturbing you, sir." Moashi walked up to the desk and placed a small packet on top of it. "But we just received a copy of the warrant and the memo for the meeting."

Mirai hummed as he picked up the memo. He had been rehearsing his presentation for the past few days. He needed the rundown for the raid to be precise while containing all necessary information. "Have we gotten anything from Endeavor?"

"Yes. The warehouse was purchased by Moraband Industries. A shell company with a convincing website that lists a Ludwig Rineart as the CEO." Moashi chuckled. "Seems like this Mysterio guy is really committed to the character. Endeavor says that it was one of the comic character's aliases."

"If nothing else, it does allow us more freedom should there be an altercation." Heroes needed to be careful when they fought Villains. Insurance can only cover so much. But if the only thing that was damaged was a warehouse that was owned by a Villain, then they only needed to worry about attacks and debris reaching civilians outside.

Which wouldn't be the problem with the police helping to clear out the area in advance.

"And the Heroes?"

"Well, Fat Gum's agency accepted our invitation and is willing to participate under your command." Moashi glanced at the wall that showed the limited edition All Might poster Mirai had spent hard-earned money procuring. "Endeavor's busy with his own investigation and his sidekicks are handling guard duty at the Poli Mana Hospital. As for independent Pros… well, the only ones free were Snatch and Rock Lock."

The sidekick shifted uncomfortably.

"Sir… why couldn't you get Mirio out of class today?"

Mirai glanced from the papers. "The school year has just started. There's no need to disturb Mirio before he can get acclimated with his new classes and classmates."

"But Fat Gum brought Suneater…"

"What Fat Gum does with his sidekick is his business." He glowered at his sidekick, who probably saw that he wasn't going to achieve anything with his protests. "We can have Mirio assist us later in the year. Right now we need to focus on disrupting Mysterio's trafficking ring." He drummed his fingers on his desk. "Now, I think Bubble Girl needs some help setting up the coffee and complimentary doughnuts in the meeting room…"

"Sir, I don't think that's neces-."

"Or we can talk about how… lacking in humor your entrance was."

"I'll go make sure that Bubble Girl has everything in order." With that, Moashi rushed out of the room and shut the door behind him.

Mirai sighed and looked around his office. All the All Might memorabilia, his office practically a shrine to the man he admired and whose dream he fully believed in.

A man who wouldn't speak to him unless absolutely necessary. The few conversations they had since All Might's interview with Mirio were stiff and lacking the warmth they once shared.

He looked at his poster, All Might's beaming smile seemed almost accusing rather than hopeful.

 _"You may have disapproved of my pressuring, All Might… but it did give you a successor."_

It was to secure a future. A future that still had a Symbol of Peace.

 _"Then why am I nervous?"_

Mysterio was more than just some upstart Villain. For months, Mirai had been using his Quirk and seeing visions of a future that disquieted him. Mentions of Mysterio, a Villain he had never even heard of, whispered in their futures;. News stories that weren't in the futures of past criminals suddenly came into existence in brief flashes.

He couldn't check on those he had captured. Touch them and see their future again, and he wouldn't be able to use his Quirk on their compatriots.

How could he convince the government that the future was becoming uncertain when he could hardly believe it himself?

 _"It has to be something minor. Perhaps Mysterio was mentioned and I never noticed until now. Maybe he was a minor pawn and this operation is his downfall."_

That had to be it. The future was set in stone, and all Mirai could do was try and help forge one that still contained smiles.

He looked down at his papers.

One of them was a profile, general information in bullet points to the left and a picture on the top right. It was a pale-skinned boy so dainty that one might mistake him for a girl at a glance. His hair was cut short and colored a light lime-yellow green, matching the two cat ears on the top of his head. His blue-green eyes were downcast, as if he were ashamed to be in front of the camera while his mouth was pressed into a tight line. His uniform was tight, showing the boy's thin frame and fingers that were in the middle of fidgeting.

Everything about this teenager was indicative of someone who had little confidence in the world or himself.

 _"And yet…"_

Mirai glanced at the header of the profile.

 _ **Rei Narukami**_

 _ **Alias: Boomerang**_

 _ **Known Associate(s): Mysterio, All For One (?)**_

* * *

 _"This freakin' sucks."_

Katsuki stared out the window watching the city. Businessmen were going to their offices to sell crap or move around like drones, students were heading to their schools, and both college students and grown adults were making a line to trendy coffee shops.

"But they don't have to deal with an old hag nagging at them all the time."

"Man, would you look at that line!" Mitsuki snorted as she made a left at an intersection. "They line up to shell out five hundred yen for their soy lattes and golden frappucinos. Do you have any idea how quickly that crap adds up? I'm glad we've got our own drip coffee maker at the office, otherwise I'd be forced to buy from them to get through the day!" She shrugged. "The pumpkin spice lattes are good, I'll give em' that."

"I don't want to hear about the crap you drink." Katsuki crossed his arms and leaned back in his chair. "Just take me to U.A. That's all I care about right now."

"Come on, Katsuki. You can't just sit and sulk the entire trip." She pointed outside to some extras wearing U.A uniforms. "And you should be grateful! You get to get some extra time to sit back and relax!"

"If I relax I'll fall behind! That's the last thing I want to do."

"God, you don't have to act like every moment of your life is training." His mom stopped in front of a red light. "Look, when I was younger I had to work my ass off too. But I also knew when to take it easy."

He clicked his tongue and looked away. "Aw, shaddup. I don't wanna hear about your life story."

"From what your dad said, that's a big fat lie."

 _"She always has a damn comeback."_ It was annoying. The hag always seemed to have something to poke holes in his statements, and then had a comeback for his own. "Believe what you want. But the last thing I need is for you to go on and on about nonsense you'll forget in a few days."

His mom didn't say anything for a few seconds. He glanced at her and saw that her lips were pursed. She was looking down at her wheel, her shoulders slumped in defeat.

 _"Damn it…"_ If he didn't try to solve this now then it would become a thing when he got back. "If you wanna talk about it, we can do it on the weekend. Y'know, during a spar or somethin'."

"Nah, it's fine. Don't wanna weigh you down with my sob story." The light turned green and she went with the traffic. "So, how's U.A? It's been two days. You getting along with your classmates?"

Katsuki tried to hide his grimace. "It's… fine. And I don't need to get along with extras. They're not important to becoming a Hero."

"Come on, Katsuki. Getting along with your classmates is important for your future. I mean, not only do you get to make friends but you also make connections." Katsuki could already see U.A. Reporters hounded the extras up and down the sidewalk, shooting pictures, shoving microphones in their faces, and crowding the front gate to the point that anyone trying to get inside had to push their way through. "If you're in trouble, then you can ask one of your friends for advice…"

"I would be a shitty Hero if I had to ask for help."

"There's nothing wrong with asking for help. Even strong people know their limits."

 _"What a load of shit."_ All Might never asked for help. He was a lone wolf who always won the day and beat Villains all by himself.

Thanks to the exercise, Katsuki knew he needed to improve his teamwork when he's stuck in a team-up situation. _"But it would only be for those shitty instances. Otherwise, I'll power through my problems on my own."_

"I'm sure if you asked, Izu-kun would…"

Great. This shit again. "I don't need that damn nerd's help with anything!" The crowd was getting denser the closer they were to the gate, but a path was cleared in the front by the presence of Ectoplasm and Snipe. "Besides, who the hell cares what he thinks? I mean, he is a lazy piece of crap who styled his freakin' costume after Spider-Man of all things! Like that loser he rescued..."

Katsuki noticed something about his mom. Mitsuki's eyes narrowed into the distance; her hands gripped the steering wheel so hard he could hear her knuckles crack.

 _"What the hell's eating her?"_

It was so damn _weird_.

"Why would he do that?" She was all smiles again, picking up as if nothing happened. "If I remember right, all he can do is phase through walls."

"I… wish." Katsuki said cautiously. "He can also climb up walls, shoot webs, and throw an actual punch."

Why the hell was she so interested in Deku? Asking about his Quirk, asking him if he could get along with the nerd, and saying that it paid to get along with extras. _"Who the hell is she to take pity on me!?"_

"And how could he…?"

"It doesn't matter, and what happens at U.A isn't any of your damn business!"

"Katsuki, I was just…" Mitsuki grimaced and stopped the car in front of the gate. "I didn't mean to offend you. I'm just trying to teach you how to get ahead in li-."

"It's my life, and the last thing I need is lessons from you!" He unbuckled his seatbelt. "I'm gonna be the Number One Hero when I graduate from this school, and there's no way in hell that some office worker drone knows a thing about what it takes to be a Hero!"

"I'm your mother, Katsuki!" She shouted as he opened the door. "And I've lived through a hell of a lot more than you! You'll get farther if you just listen!"

Okay, that was it. "Why the hell would I want to listen to a loser like you!?" He slammed the door shut, only looking at Mitsuki's shocked expression for a second before turning and stomping to the gate.

He ignored the questions thrown his way. He didn't bother to glance at any of the cameras and ignored some of the judgmental glares the losers sent his way.

Their opinions didn't matter. They were unimportant to the life of a Hero.

Mitsuki Bakugou watched her son go through the gate for a few seconds before driving away. She pulled into a parking lot that was mostly empty, her office building just across the road.

She gripped her wheel and rested her forehead on top. She closed her eyes, trying her damndest not to cry.

 _"Useless…."_

Just like her bastard of a father.

* * *

"Now that everyone is here, we can get started."

Mirai scanned the room. Everyone was seated at a rectangular conference table next to the folding table containing the doughnuts, coffee, and bottled water. The Heroes sat on his left while the heads of Musutafu's police force sat on the right. Each held a white binder containing copies of relevant documents and findings of his investigation.

He was at the head, the presentation he had put together projecting on the smart screen behind him.

"This operation, codenamed 'End Scene', will be commencing at twelve hundred hours today." He pointed to the screen, displaying a dilapidated-looking warehouse with a 2D rendering of its rooms. "The warehouse, labeled FN-2187, has two levels. The main room is massive and was once used for shipping and storage, hence the two shutter doors. It takes up seventy-five percent of the building, with the last twenty-five was used as office space. They can be accessed from a door in the main room that leads to the kitchen and the rear-door that leads to what was once a break room."

He pointed to the top floor. "There is a stairway that leads to a single office space with two windows looking outside from the west and east walls, so we will need to cover those."

"This warehouse sounds like a fire hazard waiting to happen." Taishiro Toyomitsu, the BMI Hero Fat Gum, commented as he popped another doughnut into his mouth.

Saijin Higawara, known as Snatch by the public, flipped through his binder. "Probably why they only rented out the place for storage and why the Villain got it at such a low price." He scratched his bearded face. "But it will be useful for us. Not a lot of places for these punks to escape, and it will be hard for them to see our guys in advance."

Mirai nodded and pointed to the front and back of the warehouse. "Correct. In order to avoid detection and undue harm to the officers assisting us, they will be watching the north and south side. Rock Lock will enter the back entrance with Bubble Girl as backup. Meanwhile, Fatgum will enter through the front with Snatch while Centipeder and I access the building through the top office's windows."

"What about me, Sir?"

Mirai glanced at Fatgum's sidekick. Tamaki Amajiki, who went by the Hero name Suneater, was a young man with messy indigo hair that spiked at the back. He wore a black bodysuit decorated with gold plating around the arms and shoulders. He was shrouded in a white tunic with a cape and hood with a silver face mask on the collar. His eyes were hidden behind a purple visor that matched his carrier vest.

He had met the young man a couple of times due to him being Mirio's closest friend. The boy was talented, he had a strong Quirk and knew how to use it effectively as a Hero.

 _"The only problem is that he lacks confidence."_ Mirai noted as Amajiki looked down.

"Not that I particularly mind not being a part of the main operation. Being in an enclosed space like that… so much can go wrong…"

Fat Gum sighed. "Come on, Tamaki. When you're a Hero you're going to be put in situations where you have to take on a Villain somewhere other than the open streets. Besides, your Quirk can easily end a fight in something like that since you ate tokoyaki this morning…"

Amajiki shook his head. "No way. I would probably trip over myself and the Villains would really…"

Mirai decided to cut this short. "You will be stationed outside with the police to provide them assistance should any of Mysterio's men leave the warehouse. You will need to be alert and ready for anything."

Relief seeped into Amajiki, but not much. He still seemed unsure with his place in the plan, but was holding himself back from saying anything.

Chief Kenji Tsurugamae grimaced. "Having our officers concentrated in two areas is risky. If the Villains were to escape…"

"They will not." Mirai pushed up his glasses. "I used my Quirk on one of Mysterio's personal enforcers. There will be a fight, however it will not leave the warehouse and once he wakes up from the battle he will find himself in a cell."

That pleased the police chief and his compatriots, but he could see that the Heroes were unsure. While his Quirk helped to calm officials whose reputations lived and died on the successes of the operations, it was treated with only slightly more caution by his fellow Heroes.

Perhaps it was because they were the ones who needed to battle the Villains personally.

 _"Or, like All Might… they see it as a potential betrayal of trust. They do not want to know the future so they can live their lives as they see fit."_

"Speaking of which, the kid we're taking in," Kaoruko Awata, his "number two" sidekick Bubble Girl, was looking at her binder with worry in her eyes. "The amount of detail in this profile is odd."

"I can understand why. It's not often that one so young becomes a Villain." Mirai changed the slide to show Rei Narukami's profile picture. "Rei Narukami. Fifteen years old, male, a hundred and sixty centimeters, and type B blood. Current first-year at Mandalon Academy and the Villain known within the organization as Boomerang."

He changed the picture to show the blurred picture of Rei in his Villain costume riding his motorcycle, a black Pod PM-1999. "We had gotten reports in the past month that the boy had been frequenting the area. Going to Big Bang Burger, getting large orders, and returning to the warehouse. Through our investigation, we had determined that Mysterio has been behind the string of kidnappings in recent months, with this warehouse as one of his bases. Narukami has been providing the kidnapping victims with food before they are shipped out."

Only Awata and Amajiki looked sickened by that. The other Pro Heroes and police heads showed no reaction. Their experience gave them more of a handle on their emotions.

But human trafficking was something all of them were disgusted by.

Ken Takagi, the Lock Hero known through the appropriate name Rock Lock, kept staring at the profile page in his binder. His eyes narrowing as he scanned the details line by line.

"His Quirk?" Snatch asked as he pointed to the profile. "All it says here is Teleport."

Mirai sighed. "Unfortunately, while Narukami registered his Quirk, he never provided any specifics. According to the documents, he can move himself a few steps away so long as he sees where he's going."

"Not tested?" Fat Gum put down his doughnut and flipped through his binder. "That can't be right. Even if they have no intention of sending the kid off to a Hero school, parents always have the limits of their kids' Quirks be tested so they know what they're dealing with."

"It's because the kid's bastard of a father didn't care enough to get him tested." Rock Lock growled as he slammed his binder down. "And I have a pretty good idea as to how this Mysterio guy got his hooks into the kid."

He knew this was coming, and it pained him to divert the point of this meeting just to state the obvious.

"Yes… I'm not qualified to make this judgement, but through my investigation I believe that Rei Narukami's reason for becoming a Villain is years of physical and emotional abuse."

* * *

 _It took three knocks on the door before it opened._

 _"What? What the hell do you want?"_

 _Mirai observed the father of Rei Narukami, Gendou. He was a brute of a man, fat but with bulging arms that didn't indicate where the muscles began and the flabbiness ended. His buzz cut yellow hair, unshaven face, sleeveless white shirt, and filthy sweatpants seemed to complete the image of a drunk._

 _He pushed up his glasses. "Is this the Narukami residence?"_

 _"Yeah, and what if it is?"_

 _Well, it seemed like the man didn't know who he was. "My name is Sir Nighteye. I'm a Hero conducting an investigation on behalf of the police."_

 _"I didn't do nothin'." The fear and panic was obvious in the man's eyes. "Whatever those teachers said are all lies."_

 _"I'm not here because of you. There is no warrant for your arrest." He motioned to the door. "May I come in?"_

 _"Y-Yeah, sure."_

 _He went into the apartment and scanned it. The kitchen and dining area were immaculate. But the area around the television and the couch in front of it was soiled with the remnants of take-out boxes, cheap beer, and cigarette ashes._

 _"So…" Gendou closed the door. "What brings you here?"_

 _"I would like to discuss some things regarding your son, Rei."_

 _He watched the man carefully. There was no concern or confusion in Gendou's features, only a bitter scowl of exasperation. "Great. What did that little shit do?"_

 _"What makes you assume he's in trouble?"_

 _"Well you're here, aren't you?" he scoffed, lumbering to the kitchen. "I've told that brat time and time again to stay out of people's way. The moment he makes a nuisance of himself is the moment they bring their shit to me! He's supposed to shut up, keep quiet, and do as he's told! It's the least he could do! He owes me."_

 _"Owes you, does he?" He looked at the photos that were on the wall and by the small coffee table by the television. They showed an obviously younger and fit version of Gendou next to a woman with blue hair, cat ears, and green eyes. All of them were of the two being happy and on various dates. To the fair, at the mall, by Mount Fuji…_

 _But there were no photos that included the boy._

 _"Well, it's because of him that my wife isn't around." Gendou opened a beer and took a sip. He had a second can in hand and motioned for Mirai to take it._

 _"I do not drink." He kept his tone even, but inside he was fuming. He didn't need his Foresight to see where this was going. "Complications at birth?"_

 _"Like you wouldn't believe." The man leaned against the counter. "Postpartum bleeding. I had to raise the little shit for years. He knows the only way he could make it up to me was to stay out of my hair and keep this place in shape. Not like he's good for anything else."_

 _He took another swig of beer, giving Mirai an eyeful of Gendou's rough, calloused knuckles. A cursory look at a nearby trash bin revealed fistfuls of bloodied bandages and discarded tubes of disinfectant._

 _"...I see." That explained the state of the apartment at least. "Has he been displaying any odd behavior in the past few months?"_

 _"I figured he went out to the movies more often than usual, but I thought that the longer he stayed there the longer he was out of my hair." He chuckled. "Likes going to the theatre down the block to watch old movies. Stuff like Casablanca and that sappy shit. Figured his boyfriends were takin' him there or somethin'. So what? He been running drugs or whoring himself out? I know I haven't been giving the brat any money."_

 _"I'm afraid I can't share that information with you." And he couldn't stand being with this repugnant man any longer. He moved to the door. "If you see your son, please call us as soon as possible."_

 _"Yeah, sure. And I'll make sure that brat learns his lesson before you throw the book at him." The man's face darkened. "He won't be causin' you people any more problems. Believe me."_

 _"...Just call the police when you see him. Nothing else." Mirai stepped out and slammed the door behind him._

 _He had encountered the younger Narukami a couple of days before. The boy had taken off his helmet and was ordering food. None of the patrons inside paid any mind. They likely thought the young man was a sidekick getting food for his Hero office._

 _He tapped the boy on the shoulder and talked to him under the pretense that he was a motorcycle enthusiast. The young man was anxious, stuttering at times and mumbling his answers while obviously trying to make him go away._

 _But he barely listened to Rei at that point. His purpose was fulfilled and his Quirk, Foresight, gave him a peek into the young Villain's future._

 _He made his rounds like clockwork. He would head to the warehouse and hand food to people in cages, ignoring their pleas and the crying of children. Once he was done he would go to the break room and watch old Japanese and Western movies on a television with the volume at full blast. He would keep doing that until he heard two honks of a horn, at which point he would turn off the television and clean the cages before changing clothes and heading to his father's apartment._

 _The man would yell at him for being late, Rei would clean the apartment before heading to the two's shared bedroom. He slept in a bunk bed, taking the top bunk and lay there completely still. If he moved even a little the bed would creak and…_

 _...he didn't need to see that. So he went farther into the young man's future and saw that he would face Rock Lock and Bubble Girl. He would be defeated and open bleary eyes in a jail cell._

 _"And that's all that matters." Mirai muttered to himself, pushing up his glasses as he left the apartment where so much pain happened._

 _But saying that didn't make the bitter taste in his mouth go away._

* * *

He had also questioned several of Rei's teachers. They also said that the boy was incredibly withdrawn. He had no friends and he avoided conversation with his peers. His grades were acceptable, but they were kept at a steady seventy mark as if he were trying desperately to be average and under the radar.

All of them couldn't believe he would do anything bad solely because he didn't have the personality for it.

They also mentioned that sometimes he would limp into class or nurse his abdomen.

"Damn it…" Rock Lock was gritting his teeth in anger. "Think we can nail his father on anything?"

Tsurugamae shook his head. "Rei Narukami's father has nothing to do with the operation. It is frustrating, but we cannot do anything unless the boy gives a statement while in custody."

"Even if the bastard is responsible for him being here in the first place?"

"Rock Lock…" Mirai glared at the dark-skinned Hero. "The reasons for Rei Narukami becoming a Villain are irrelevant. The boy made his choice to become Mysterio's enforcer and is willing to fight for the man. We will fight him and we will arrest him."

Rock Lock stood up to say something only for Fat Gum to put a hand on his shoulder. "Sir Nighteye is right. I'm sorry, but we need to focus on the victims who are hurting and stopping both the kid and his boss from kidnapping more people."

The Hero grimaced, debating with himself whether it was worth continuing with the argument. Seconds later, he sat down and glared at his binder.

 _"You're projecting too much of your personal life into this young man."_ He knew that Rock Lock was expecting a son in the next few months, so the idea that the Villain they would be facing is an abused child would strike a cord. But as Heroes it was their duty to separate their personal lives from professional careers.

To sacrifice one's own happiness and make compromises for the best possible future.

"And how did you know this kid was Boomerang, let alone one of Mysterio's enforcers?" Snatch glanced at Mirai. "No offense, but while it's obvious the kid's a Villain it's kinda a stretch to make a connection with Mysterio's inner circle."

Tsurugamae coughed. "We came upon that information after interrogating the Villain that styled himself after the Rhino from Marvel Comics. He said that Mysterio had four enforcers, and the one called Boomerang had a description that matched Rei Narukami's costume. Other than the one called Vulture possibly being of Korean descent, there's no other clues that can point us to their true identities."

"Any other questions?" Nobody said anything. Mirai clicked on the remote and ended the projection behind him. "Very well. Make the necessary preparations and review the information in your binders. We will be heading out in three hours."

By one in the afternoon, Mysterio and his Villains will become a footnote in a brighter future.

* * *

"Alright. Now cast your votes and be quick about it. I'd prefer if this didn't take all day." Aizawa zippered his sleeping bag up and proceeded to fall asleep.

Ochako hummed as she waved her pencil from between her fingers. _"I can't believe we're actually picking a class representative. What happened to all the Hero stuff with the battles and all that?"_

Though she supposed it was a relief to be reminded that this was a school like any other.

Class 1-A's homeroom teacher had surprised them all by saying they needed to choose a class rep. Most of them were giddy while a few like Kirishima were dismissive about the idea. He said everyone would just vote for themselves save for Izuku, who would likely be the only exception.

 _"It's a bit mean, but he's probably not wrong."_ She would imagine that a majority of the class would do just that. Everyone wanted to be the class representative. Managing the class was a big job. There was a sense of importance attached to it, especially since it was a surefire way to get noticed by sponsors and pros looking for sidekicks.

But not her.

She wasn't built for that kind of responsibility, and worrying about the class would get in the way of her own goal in becoming a Hero.

There's no point in half-assing the position just because she only wanted it to be noticed by sponsors. She wouldn't bring in the money her family needed acting like that.

 _"Deku-kun probably wouldn't like it if I said that out loud."_ She knew how selfish and even lazy that sounded. Her friends would see her in an entirely different light if she they knew why she was in the business.

But it was the truth as she saw it, and nothing would be able to sway her mind.

Speaking of Deku, he had been acting a bit down all morning. He didn't talk much with her, Jirou-chan, or Sero-kun when they came to class and his eyes were red as if he had just finished crying. He said he was fine but everything about his demeanor said otherwise.

He didn't even get psyched when Aizawa said they were going to choose the class rep.

No, no she needed to focus. She couldn't waste time trying to figure out what was eating Deku. He would tell her when he was ready. It wasn't nice to pry into other people's business.

 _"Leader material…"_ Her eyes scanned her classmates. _"That's more Deku-kun, Iida-san, and Yaoyorozu-san's forte."_

They were smart. They knew what it meant to work with others and do their best no matter the odds. If anyone were to be class representative, it would be them.

But Iida was straight-up _mean_ at times. Especially to Deku. She wouldn't feel right if she elected the guy to a position of power where he could pick on her friend.

She didn't know Yaoyorozu that well and she had gotten the whole expelling thing wrong.

That only left Deku…

Ochako smiled and wrote Deku's name on her ballot.

This was the right choice.

 _"I know you'll do a great job, Deku-kun."_

And who knows? Maybe this would snap him out of his funk!

* * *

"How did I get two points!?" Izuku shouted, his jaw dropping as he stared at the tally marks on the board. Someone actually voted for him other than himself? He never got picked for anything, let alone a leadership position!

"Dude, you only got second place." Mineta said from behind him. "Nothing to get worked up about." He giggled. "Especially since Yaoyorozu's going to be the one telling us what to do every morning! It's like a dream come true!"

Izuku ignored the last comment but acknowledged the reality in front of him.

Out of their entire class, Yaoyorozu had acquired three votes, making her the winner of the election. He was in second place thanks to one other person voting for him.

 _"I have to tell everyone when I get out of school. I need to tell Mom, Dad, and P-!"_

Izuku's mood soured a bit at the memory of Peter. His mentor who was stuck in the hospital watched over by Heroes and police who thought he was a criminal.

He was alive, which was a relief, but it was frustrating that he had to sit here and act like everything's normal. To pretend that everything was alright and that Peter's capture had nothing to do with him.

 _"And I can't even call him anymore. Not without arousing suspicion."_

"This is bullshit!" Kacchan shouted, bringing Izuku out of his musings. "Who voted for that nerd!? I'll kill 'em!"

"What are you so worked up about? He didn't even get to first place!" Sero chuckled. "And it's not like anyone would've voted for you!"

"That's a load of bullshit!" Kacchan glared at the tape-dispensing teen, who held up his hands in surrender. "I would've been a great leader! I would've whipped this class into something worthy of having me!"

 _"This is crazy."_ It was also exciting. Someone had enough confidence in him to cast their vote in his favor? Someone actually wanted him to be class representative?

Someone other than Peter trusted him with so much responsibility?

But who? Both Sero and Jirou had made it clear they wanted to be class representative. They wouldn't throw away their votes on his behalf when there was a chance they would become head of the class. He didn't fault them for it since he voted for himself as well.

 _"Then who would…"_ Izuku looked towards Uraraka, who was whistling and looking off to the side. _"Did she…?"_

"Zero votes…" He heard Iida sob. He looked towards the guy who proposed the voting in the first place and saw that he was shaking. "I can't believe I got zero votes, but I suppose I can't blame the very system I suggested…"

"Wait, did you actually vote for someone else?" Tsuyu put her finger on her chin as she gave Iida an incredulous look. "Well, I guess that makes sense. Iida-chan is way too honest."

"Seriously, man. What were you trying to prove?" Kirishima looked towards the board. "Though I guess it does help that there was someone to be a tie breaker."

"Yeah, it makes sense for Iida to vote for Yaoyorozu. He probably thought that she did her best during the Hero vs. Villain exercise despite the circumstances." But then who was the second person to vote for her?

He remembered Mineta's comments and saw that he had zero votes on the board as well.

 _"Well… alright. That's fine. Even if it's kinda gross."_

"Are you guys done?" Everyone turned their attention to Aizawa who was now standing up and had shed his sleeping bag. "Yaoyorozu. Midoriya. Come to the front."

Izuku gulped and stood up. With shaky steps he stepped in front of the teacher's desk and stood beside Yaoyorozu.

 _"She's so calm while I'm having a panic attack!"_ He really wanted to know how she was able to keep her cool despite having all this responsibility thrust on her. _"Peter never had to deal with stuff like this when he was fifteen! What the heck am I supposed to do!?"_

Well, Izuku couldn't ask Peter what he did when he taught a class of X-Men. He was on his own, lost at sea, without anyone to help him hoist the sail.

 _"I can't do anything for Peter."_ That was just a pill he would have to swallow and deal with for now. _"For now I need to try and get through this on my own. Maybe… yes, maybe I can use this to distract myself. Focus on this and try my best at it, and when Peter gets out I can tell him all about it."_

It was all he could do anyways.

"Alright, so Yaoyorozu will be your class representative while Midoriya will be your deputy. I want you to be respectful and for you two to do your jobs." He shrugged. "To be honest, so long as you guys don't cause any trouble I won't care."

 _"So blunt…"_ For a second, Izuku felt as if he and the rest of the class were on the same mental wavelength.

The bell rang and Aizawa was already zipping his sleeping bag back up. "And that's it for homeroom. All of you get out of here."

As the rest of their class got out of the desks Yaoyorozu turned towards him. "I look forward to working with you, Midoriya-san."

He blushed and looked away from his superior. "Y-yeah… you too. But I still can't believe this is happening."

The tall girl's lips pursed. "Trust me, neither can I."

* * *

Momo walked to the table where Midoriya and his friends were sitting at for lunch. _"You can do this. Just be polite and respectful. They will understand."_

Wasn't it common for teenagers to have private conversations?

"...but man, you should've seen the goal! I mean, I ain't Real Madrid's biggest fan but in those last few sec-." Sero stopped his monologue about sport when he spotted her. "Hey, Midoriya! Looks like your superior has shown up!"

Midoriya stiffened and she could swear he heard a squeak come from him. Jirou and Uraraka laughed as he shot up from his seat to meet her gaze. He tried to greet her with a friendly smile, but the beads of sweat dripping down his face betrayed him. "Y-Yaoyorozu-san! It's good to see you!"

"Likewise." She bit her lip. "Midoriya-san… do you mind if we can go outside? I would like to talk about some things."

"Wow, you're already getting a jump on that class representative thing?" Jirou leaned back in her chair. "Gotta say, I admire your work ethic."

"I'm very sorry about this." She bowed slightly to emphasize the apology. "I promise it won't take long."

"Hey, don't apologize!" Uraraka waved her arms around. "If it has something to do with being a representative, then it's a good idea to talk about it before tomorrow!"

"R-Right…" Midoriya was still quivering as he stepped out of the booth he was sitting in. "I'll go with you, Yaoyorozu-san."

"Thank you."

They went to the outside balcony. Due to the chilly weather, not many students were out save for a couple who had Quirks suited for it. It gave them a degree of privacy that the cafeteria wouldn't provide.

"So." Midoriya coughed. "W-What did you want to talk about?"

Well, she might as well get this over with. "Do you think I'm… stuck-up?"

He blinked. "W-What? Of course not! I don't think that about you at all!" He paused and looked at her with a worried expression. "Why would you think that?"

"During the Heroes Vs. Villain exercise, Bakugou-san told me that I was high and mighty." She shifted uncomfortably while leaning against the railing. "That I was trying to lecture him and everyone with a holier-than-thou attitude. I know on some level he just wanted to get me to leave him alone, but it made me think about... about…"

She looked down and bit her lip.

"What everyone in the class thinks of me."

Bakugou's words had kept her up all night. Her thoughts were consumed by how she'd treated her classmates over the past two days. She had hardly spoken to any of them, instead focusing all her attention and energy on excelling academically and in class exercises. She made a fool out of herself when she "deduced" that Aizawa's threat of expulsion was an empty one. How arrogant she must have looked before he revealed that his ruse was anything but.

Momo could see why some of her classmates might think that she saw herself as being on another level than them.

"Well I can't speak for everyone." Midoriya scratched his cheek. "But I know that I've never thought about you that way, Yaoyorozu-san. And neither have Uraraka-san, Jirou-san, or Sero-kun."

Great, now she was looking like an even bigger fool. Someone obsessed with how her classmates thought of her and couldn't stand it if one person thought she was something other than perfect. "Maybe Bakugou was right about me."

"Are you nervous about being class rep?" Midoriya chuckled like a comedian after a bad joke. "Trust me, you aren't alone. I'm terrified! I've never had to be responsible for anyone but myself!"

She could see that. From his quavering voice and rigid posture since the election, Midoriya seemed to be trying to reassure himself as much as her.

"But…" A thin smile spread on his face. "I know as a Hero, I will eventually have to take charge. Sometimes it'll be a teamup, other times it'll be trying to lead civilians to safety. I need to be responsible if I want to become a great Hero. So I need to step up, even if I'm unsure of how I'll do."

He seemed to realize who he was talking to and waved his hands excitedly. "N-Not that I'm saying I have it tougher than you! You're definitely getting more responsibility than me. On top of that, you're a lot smarter than me! If I hadn't seen the bottom of that sheet, you would've beaten me in the exercise!"

 _"He sounds so confident despite being unsure of himself."_ Was he right, though? Was the key to getting along with their classmates and earning their respect to just "step up" when the situation required it? "But doesn't that make you seem… aloof?"

"Well, I guess." Izuku looked up in wonder. "But I think that if you just see things from other people's point of view, then you will help them better."

 _"Easier said than done."_ If her encounter with Bakugou meant anything, then she couldn't truly relate to her classmates. Her family, their wealth, and her upbringing made her an alien to those who had none of them. _"And if that's what it take to be a classroom representative, let alone a Hero, how can I…?"_

But before she could contemplate on that any longer, the loud wail of the alarm came out from every speaker.

 _"What in the world?"_

And after that single thought, everything went to hell.

* * *

Prowler knew she only had minutes to work when the brat made his move.

He had slipped through the crowd unseen by the reporters and placed his hands on the steel barrier. In a matter of seconds, the metal rusted and shattered, slowly tearing itself apart and becoming dust in the wind.

The paparazzi, already frustrated by their inability to get a scoop from the students, did not question the phenomenon and simply swarmed inside. She moved with the crowd rather than remaining ahead or lagging behind. Her camouflage technology wasn't perfect and the school would be suspicious if they saw an obvious blur in their shots.

"I'm not going to let this opportunity slip through my fingers!" That reporter who covered the Spider-Bastard, Ouka Oosawagi, screamed as she rushed to the front entrance. "This is my chance to get a word about what caused U.A's gate to fall!"

"Aren't we pushing things?!" Her cameraman shouted. "We could get into serious trouble just by coming in here!"

"Freedom of the press! We see a story and it's our civic duty to uncover it even at the risk of our own lives!" She giggled. "Besides, that kid who rescued the Spider-Man is actually attending here! Can you imagine the viewership we'll get if I can just sit down with him for five minutes?! Plus, he'll get even more fame and his online presence will benefit his career!"

Prowler wanted to just trip the bitch and make her kiss the concrete, but she had a job to do.

She left the crowd before they could get to the center of U.A's courtyard. She darted through the grass as she circled back to the front doors. They opened to reveal Eraserhead and Present Mic, both looking bewildered and annoyed. She could hear the mayhem from the rapidly closing doors.

Doors she slipped through from behind the unsuspecting Heroes.

 _"Now where the hell are you?"_ She switched on her HUD to show the school's power lines. Following a cluster of power cables, she slowly crept to the elevator doors.

But she heard the clamor from the hallway to her left. Stopping to glance through the door's window, she saw students panicking and trying to shove their way out. It was complete chaos, and it made her curse how U.A somehow hadn't managed to practice the evacuation procedures. Where were the class reps to calm the kids down?

 _"Ignore it. Focus on the mission."_ She took out a capsule from her belt. _"This shit better work, Mysterio."_

She crushed it, releasing wisps of smoke that enveloped her and the door. According to the bastard, the smoke would create the illusion that the elevator doors were never opened, fooling onlookers and even the cameras.

She whipped out a remote from her belt and pressed the button. The elevator doors opened by themselves, revealing the dark, empty shaft inside.

 _"Bombs away!"_ Prowler jumped down, the darkness swallowing her as floor after floor passed her by. After the basement level, she activated her Quirk, shifting her personal gravity towards the wall of the shaft. She planted her feet on it and ran the rest of the way down, gradually slowing her pace to save her from being reduced to a pancake on the ground..

She looked at the doors marked SB1 from across her and the air vent grate over it. _"Practically begging me to sneak in through there."_ She activated her rocket boots, flying "up" before spinning her body and planting her feet on the doors with the vent now just below her. Activating her right hand's claws, she tore the grate open and carefully placed it inside the vent before crawling in.

 _"In a matter of minutes, I've broken into the most secure Hero school in the nation."_ Part of her was thrilled. This was something that had always been on her bucket list. A personal bet from childhood that had finally been fulfilled.

On the other hand, it was done at the service of All For One and Mysterio. Two bastards who deserved each other and dragged her into their stupid grudges.

 _"I just have to be patient."_ Prowler thought to herself as she crawled through the air vents. _"Sooner or later they will slip up. I will have my chance and tear out their fucking throats."_

Then she could go home. She would be able to put away this stupid costume and live the life she deserved.

All her mistakes would be buried six feet under where they belonged.

After minutes of crawling and hoping her mask's filters wouldn't get clogged from the dust and rat shit, she reached the grating to U.A's server room. Reaching into her belt she took out her phone and pressed on the application Giran had set up for her. One by one, the feed from all the security cameras appeared in boxes with the single command "Begin loop" at the center.

She pressed it and the five-minute counter began.

Opening the grate, she dropped into the server room and ran towards the main computer. Hopping onto the chair, she sat in front of the three screens and turned the desktop on.

She removed the green USB drive from her belt. "You better work, buddy." As the username and password box appeared, she inserted the drive into the port and waited.

After an agonizing thirty seconds, the command window appeared. But the code was straightforward enough for her to follow along.

 _ **Foreign drive found in C:\\.**_

 _ **Loading...**_

 _ **Updating software to Local Area Network.**_

 _ **Copying licenses and MAC addresses for firewalls.**_

 _ **Accessing Local Area Network.**_

 _ **Loading…**_

 _ **Loading…**_

 _ **Accessing all wireless and Bluetooth devices connected to Local Area Network.**_

Without warning, the speakers turned on and a deliberate mechanical voice came from them.

 _ **"Whrr—click-ick."**_

It took all of Prowler's self-control to not gasp and jump out of the chair as the screen turned green. Four yellow slowly squares appeared in the center, the space between them forming what could only be called a face.

 _ **"The Living Brain is now online."**_

"What the hell…?" Prowler muttered to herself as she realized what she had just loaded into U.A's computer network. She could see the lights in each of the servers slowly turn green as well and hum with activity.

 _ **"Whrr—click-ick. The Living Brain will commence with pre-programmed instructions. Operating system image is now booted into database. It is now safe to remove hardware."**_

With a shaky hand, she took the thumb drive out of its slot and jumped back into the air vent.

 _ **"Security measures will not detect you and security video will loop for rooms you enter during your escape. Have a nice day, meatbag. Whrr—click-ick."**_

 _"I just uploaded a killer A.I into U.A."_ What was Mysterio planning on doing with it? She knew that he was planning on something big, but it was just for the teachers. They would deal with it and the kids would be safe.

Her eyes narrowed.

 _"But I'll keep a close eye. Just in case."_

* * *

It was complete pandemonium.

"Move!"

"What's going on!? What's happening!?"

"I bet Villains have gotten in somehow!"

"Hey, quit shoving!"

"I'm not dying before I score!"

Momo could see the sea of heads and bodies trying to squeeze through the doors leading to the stairwell. Her height let her to get a better view of how everyone was losing their minds. _"Where are the teachers!? Why aren't they keeping the students calm?"_

But she knew the reason. They were busy resolving whatever caused the alarms to come off. They would rush off to do it so that the students wouldn't be in any danger.

"T-This is insane!" Midoriya shouted from behind her. "What could have caused the alarms to go off!?"

"Someone got past the barriers!" She felt someone's elbow dig into her side. She ignored the pain and shouted back, "A level three security breach happens whenever unauthorized personnel is on school grounds and the barriers are damaged!"

"I can barely move! Everyone's panicking and not letting anyone through!"

This was bad. _"With how disorganized this evacuation is, people could get trampled and even killed!"_ No, she needed to think positive. Surely one teacher would come and get everything under control!

They wouldn't allow chaos to reign during a crisis situation!

"Yaoyorozu-kun! Midoriya-kun!"

Both of them turned to see Iida pushing through the crowd towards them. His eyes were frantic, but free the fear that had seized the student body. "There aren't any Villains outside! It's just the media!"

"What!?" she and Midoriya screamed. The media were the ones who broke through the gate?

 _"No, that can't be! They wouldn't be willing to trespass and go to jail just to get a story!"_

"I saw them from the window! They are just harassing the teachers and nothing more!" Iida waved his arms and tried to raise his voice above the clamor, "Everyone! Stop! There is nothing to worry ab-!" But he was quickly smothered by the crowd, their screams and arguments drowning out his pleas.

"Please! It's just the paparazzi! There are no Villains!" Midoriya yelled at the top of his longs, but it was no use. He looked towards her. "Y-Yaoyorozu-san! I don't think they're going to listen!"

 _"Of course not. They're…"_ The had to look at things from their point of view. She had to put herself in their shoes. _"They're scared. All they hear is the word Villain, the alarms are blaring and they are being told to evacuate as quickly as possible, yet they can't even leave a hallway. They need something to focus on. Something louder than their fear…"_

Something she could provide.

Momo unbuttoned her jacket and shirt's midsection. "Midoriya! When I say so, jump up to the ceiling and grab my wrist!"

"Huh!?"

"We need to do this so everyone can calm down!" She put her right hand over her stomach and got to work with her Quirk. In a matter of seconds, an airhorn dropped into her palm. Placing her finger on the button, she raised her hand and shouted, "NOW!"

Midoriya obliged. He gripped her wrist and brought her up with him. Momo winced as she felt herself lifted up into the air for a few seconds before coming to a halt. It took all her upper-body strength to lift herself with Midoriya rather than go limp and allow her arm to be dislocated.

He landed on the ceiling with his feet and right hand. His left was around her wrist and he was looking down. He saw her airhorn and understood immediately.

"Do it!" He closed his eyes as she pressed on the button.

The loud screech of the horn echoed through the hallway. Those directly under them covered their ears in pain as she held the button down for two seconds before cutting off the noise.

"Everyone!" She shouted down once everyone had their eyes on them. It wasn't every day they saw one student crawling on the ceiling while another was dangling from his grip. "There's no reason to panic! It's just the reporters outside and the teachers are handling the situation! There are no Villains! I repeat, there are no Villains!"

That wouldn't be enough. They would think she was trying to calm them, to boss them around and diminish the threat.

They needed something more. Something that would make them see she understood them.

"I was scared too!" She admitted to them. "I was just as scared as all of you, but we cannot allow fear to guide our actions! If a real Villain had been attacking we would've done their job for them by acting like this!" She took a deep breath. "So… let's try and treat treat this like a drill. We need to use this as an opportunity to be better, and be thankful that none of our teachers saw this." Okay, now she needed to end this with a joke to lighten the mood. "They would never let us hear the end of it."

They were silent for a couple of seconds. But eventually, a couple of giggles broke out as did some sheepish smiles.

"Holy crap, that was a thing."

"Dude, I was scared out of my mind!"

"The media!? Those reporters actually broke in!?"

"It's true! I can see them out of the window!"

"I'm going to tell my parents to sue!"

"Man, that chick and the wall-crawling guy knew how to become the center of attention!"

"Helps that she's hot!"

"Speech could've used some work."

Everyone had calmed down and seemed to regain their sanity. Senior students were shakily directing the first-years to follow them to the evacuation areas outside.

"W-We did it Yaoyorozu-san!" Midoriya shouted in glee as he stood up, slowly lowering her to the ground. When the tip of her shoes were a few inches away he let go. "If it hadn't been for that horn and Iida-kun…"

"No, it was all on you two." She turned to Iida who seemed haggard but had calmed down. "If it weren't for your quick thinking our fellow students would have still been in a frenzy."

"Yeah, you guys rock!" A passing Uraraka pumped her fist into the air. "Way to go, class rep!"

Jirou was beside Uraraka and blushed. "Though you might wanna button up your shirt."

Shrugging, she did just that. It wasn't that big of a deal to be honest. She showed off far more skin in her costume.

She could see more of her classmates passing by. Each of them offering their congratulations and sighs of relief. Each of them thanking her, praising her and looking with eyes filled with admiration.

"Yo, everyone! Those two are my class' rep and the deputy!" Kirishima laughed out loud. "That move took serious guts! Ya better believe that my class is manly as hell!"

Momo blushed. This was different from people praising her intelligence.

Was this acceptance?

 _"They aren't thinking about how I'm from a higher class, and when the chips were down status was unimportant."_ She watched as Midoriya dropped from the ceiling and hastily gathered his shoes which had been kicked away by the stampeding crowd. _"All I was thinking was how scared they were and what needed to be said to calm them."_

Perhaps that was all one needed to become not just a great leader, but a great Hero and friend.

 _"And perhaps… just perhaps… I can now start on the other two."_

* * *

Ken Takagi tapped his Bluetooth earpiece. "B-Team is in position."

Bubble Girl was crouched silently behind him. Despite being a newbie, she was surprisingly calm and collected when the mission got underway. _"Guess that's what happens when someone works for Nighteye long enough. They learn to shut up and do as they're told."_

Working with a girl that was just four years out of Hero school still didn't sit right with him. But at least he wasn't working with Suneater.

 _"Don't know how I would be able to handle that."_

Confirmations from Fat Gum, Cetipeder, Suneater, and the superior officers of the police teams sounded off. Sir Nighteye's voice was clear and to the point. _"Proceed with the operation."_

Ken took the skeleton key out of his pocket and inserted it into the back door's lock. The servos hummed as the cuts rose and fell, fitting into the lock until the small light at the bow glowed green. Slowly, he turned the lock and opened the door.

The two Heroes kept low as they shuffled through the cramped, dark hallway. They could already see the glow of the television in the break room and hear the movie that was playing.

 _"Chiyoko, a film director is like a painter, a painter puts the colors as he wants on the canvas. And I found a great color for my canvas, This color is you."_

Ken tuned it out as they reached the corner. Carefully peeking his head around the doorframe, he observed the young man they were going to arrest.

He was sitting on an old couch with his helmet on the table in front of him. His full attention was on the movie, the glow reflecting off his eyes and illuminating his hair.

The thing that looked off was how still Rei Narukami was. Most people fidget slightly whenever they watched a movie. When one was watching from the safety of their home, they would take out their phone or do something else. Humans were natural multitaskers, especially when it came to watching television.

 _"Taught to him by his bastard of an old man, no doubt."_

Ken understood that the kid was a Villain. He was aiding and abetting a criminal in his human and drug trafficking, and if that Rhino guy was telling the truth, he even killed a couple of people. _"But how much of it was really by his own volition?"_

The fact that Rei was abused had put Ken into a foul mood after the mission briefing. His wife was expecting their son, Ryu, and so many thoughts had been going through his head the past few months. Things as simple as "Can I be a good father?" to "What if I lose my temper and hit him?".

That last one scared him.

As a Hero, he spent most of his career solving the problems of society by beating them up. It was just what a Hero did and he was good at it. He wasn't a violent man by nature and throughout their marriage he never laid a finger on Sakura.

Oh, they argued and sometimes shouted at each other when things got heated, but it never went beyond that. They loved each other deeply despite how her parents disapproved of their marriage since he was four years older than her. Their child would be the ultimate result of that love.

But he was both eager and terrified to meet his future son. He knew he'd never want hurt Ryu, but what if he lost his temper? What if he hurt his son by accident? He'd never forgive himself if he laid a finger on Ryu.

 _"And now I'm seeing the end result of abuse."_ Ken narrowed his eyes at Rei. _"Mysterio probably stumbled on the kid after he received a beating. Acted all understanding and supportive, convincing the poor kid that he was the only one who cared about him and that he had value as his lackey."_

It made him sick.

 _"North section is clear."_ Fat Gum said over comms. _"There isn't anyone in these cages. Did they make the delivery before we got here?"_

 _"The chief says that's impossible. They had eyes on the warehouse since yesterday."_ He could hear the background chatter of the officers behind Suneater. _"Did they already move?"_

 _"Rock Lock, come in. Confirm what's happening on your end."_ Nighteye ordered from his end.

Well, that confirmed it. He needed to act fast and take in Rei.

He motioned Bubble Girl to stay put and rose to his feet. Her eyes widened as if to ask, _"What the hell are you doing!?"_

Slowly, he stepped into the room. "Rei Narukami?"

The boy's eyes snapped to him and he was already on his feet. He looked scared as he grabbed his helmet while his other hand reached for one of the boomerangs on his jacket. "W-What are you doing here!? W-Who are you!?"

Ken raised his hands. "Come on, there's no need for that. I only want to talk."

Ren's eyes looked around frantically. His hands shaking as he stammered, "Y-You shouldn't be here! Only Mysterio-sama is allowed here! A-And Clash. Only Mysterio and Clash can come and no one else…"

"You shouldn't be here either, Rei." He had to keep his calm. He couldn't make any sudden movements otherwise the kid would panic and fight. A cornered animal was the most dangerous kind. "I'm Rock Lock. There's no sugarcoating this, but I'm a Hero."

"A-A H-Hero…!"

"But I'm not here to fight you. I want to avoid that if possible, but that's all on you." He inclined his head to the side. "I have a sidekick with me. Her name is Bubble Girl, but she won't act unless I tell her to. Is that okay?"

The boy's eyes darted to the corner and he licked his lips. "J-Just don't move. You can't move."

"Okay." He took a deep breath. "Why are you here, Rei? You should be starting your school year."

"M-Mysterio-sama needed my help. He needed someone to guard the merchandise."

"You mean the people, right?" Rei was silent so he continued. "I know your father hasn't been a great dad. Said you were only worth something if you helped him and stayed out of everyone's way, right?"

The boy flinched. "H-How do you know that?"

"I'm a Hero, and it's my job to find out who's hurting and to help them." It wasn't exactly true. If it hadn't been for Nighteye's investigation they would've never found out about Rei. "But, Rei… you've been hurting a lot of people for Mysterio."

"I-I need to. I need to be useful, otherwise I won't be worth anything. I would just be trash and trash gets thrown away. I would be nothing if I didn't do it. Nothing and…"

"Rei, come on. I'm here aren't I?" He patted his chest. "I wouldn't be here talking to you if I thought you were nothing."

Hesitation entered the boy's eyes. They shifted uncomfortably, mumbling the words to himself as if trying to decipher their meaning. _"Damn it, his father really fucked up his head."_

All the abuse over the years, all the speeches about how he was worthless probably convinced Rei that he had no value as a human being other than serving others.

It was heartbreaking.

"Sir, please! We're trying to negotiate Boomerang's surrender!"

Bubble Girl's statement was in a low whisper, but somehow it was louder than the volume of the movie.

Fresh fear entered into Rei's eyes. "There's more of you!?"

"Rei, calm down and…"

"N-No! You were trying to trick me and make me betray Mysterio-sama and my precious friends!" Rei put on the helmet and a drew a boomerang from one of the "ribs" of his costume. "I won't let you! You don't belong here!"

 _"Damn it!"_ He spotted a trash can by his feet and grabbed it. Throwing it, he activated Lock Down just as Rei threw his boomerang. It's edge glowed as it curved past the suspended can and headed for his neck. Leaning back, Ken avoided the spinning projectile with only a small cut on his chin.

But his eyes registered Rei's body disappearing in a flash of light. _"Where did he g-!?"_

He was answered by a flash to his right. Rei appeared out of thin air, catching the boomerang and slashing at him with it. Only the reflexes Ken honed from years of being Hero saved him from having his throat slit.

 _"What the-? His Quirk was supposed to just teleport him a couple of feet!"_

* * *

 _Rei Narukami!_

 _His Quirk? Teleport!_

 _He can transport his entire physical being and anything on him so long as it's under fifty kilograms!_

 _His range is limited to his own field of vision, but focusing on his boomerangs helps to give him a range up to eighteen meters!_

* * *

"Rei, stop! This isn't going to solve anything!"

The boy responded by increasing the ferocity of his attacks, swinging at Ken's neck, thrusting at his heart, and threatening to gouge his eyes out.

 _"Shit! He's not going to listen, not while he's panicking like this!"_

And why would he? Thanks to Nighteye and Bubble Girl, he thought Ken was just tricking him and pretending to care.

He swept his legs and knocked the boy off his feet, but Rei threw his boomerang up into the air and vanished once again. Ken whipped his head around to find him. His answer came when the boomerang slid down his thigh, leaving a shallow cut before embedding itself into the ground.

"His options are limited by this enclosed space. He can't throw these things far and if he uses heavy-duty weaponry it'll bring the building down on top of him."

Rei landed in a crouch and drew another boomerang from the same "rib" of his suit. A replacement had appeared in it sometime during the fight. _"And he's got storage gear on his own costume! Who the hell could've made it for him?"_

"Rock Lock!" Bubbles filled the room in an instant.

He understood instantly and started to breath through his mouth.

The bubbles burst one by one, filling the room with the rank smell of a garbage dump. The pungent mixture of rotting food, decomposition, and crap assaulted their senses. Rei gasped and dropped the boomerang, his hands reaching desperately for his mask.

"W-What is this!?"

Bubble Girl came from her hiding place and snaked her right arm over Rei's neck. She twisted her body and slammed him onto the ground face-first while tugging his left arm back. "Stay down!" She ordered while tugging at his arm some more. "If you don't this will get a lot more painful!"

Ken breathed as he approached the two. The boy kept trying to wriggle himself free himself from Bubble Girl. She was increasing her grip on him and he could hear the boy gag and choke on the suffocating scent. Bubble Girl was also starting to look scared. "Rei, stop trying to fight for Mysterio! That bastard doesn't even care for you!"

Rei stopped struggling. He was now completely still, and without the sound of shallow breathing, one might have mistaken him as dead.

But this needed to be said.

"Think about it, Rei!" Ken shouted at the kid. "I don't have to read your mind to guess that Mysterio said some pretty things to you. How you weren't as worthless as your old man said you were, how you can take your life back by working for him, and you were going to be accepted for your work. But that was just pretty bullshit he spewed just so you could do his dirty work! Why else would he make you hurt other people!? Why isn't he here helping you? Why hasn't he just killed your father to end your pain at its source!?"

"He doesn't give a damn about you and you know it!"

* * *

Rei Narukami had known all his life that he was worthless.

Ever since he could could walk and talk, his father would look at him with disgust. Whenever he made a mistake, he'd see nothing but his father's fists and hear nothing but his shouts. He learned at a young age of how he killed his mother by being born.

That was his first mistake.

It was a sin he could never be forgiven for, a debt he would have to repay for the rest of his life.

The only time his father was happy when he was silent and out of sight. The man loathed every fiber of Rei's being and would constantly tell him that the only reason he wasn't dead was because it would be inconvenient for him.

The only lesson his father taught him was that he should never make trouble for others.

His very existence caused nothing but pain and misery. He was a mistake given physical form, so he did his best to stay out of other people's lives.

 _"Hey, Narukami! Wanna go to the arcade with us?"_

 _"Dude, what's up with him? He's so creepy…"_

 _"Narukami? Oh yeah, he is in our class isn't he?"_

 _"He's hot, but I can't stand how quiet he is. It's like he's dead or something."_

He only interacted with the wider world by watching movies. He saw their lives, their happiness forever captured in digital amber.

They were the only lives he could never ruin.

And yet he admired her. The girl who was rejected by the world and didn't allow it to defeat her.

She instead struggled against it, fought back through words and actions.

The world tried to say that she had no value and she rejected it.

And one day, while he was staggering out of his apartment she approached him.

 _"Rei-kun… I saw everything. I-I shouldn't do this, but I need to. I can't stand by while you get hurt."_

 _"W-What are you talking about?"_

 _"Please come with me. I'm going to introduce you to someone."_

She had introduced him to Mysterio. A man who looked like a Villain, but was nothing but kind. He asked her why she had brought an outsider.

 _"Because he's hurting. He needs to be shown there's another way. I want to give him a chance, just like you gave one to me. Go on, tell him Rei-kun."_

Because it was her, he told Mysterio everything. The man listened, nodding his head as Rei explained the ways of the world and his place in them.

And when he was finished Mysterio calmly said, _"Your father only says you're worthless because he cannot stand the sight of his own failures."_

Mysterio said Gendou Narukami was a man who shoved all his pain onto him. He was a man who was drowning in grief over his dead wife and intended to drag their son down with him. There was no debt to be repaid. The world was simply an unfair place to those who didn't seize what they wanted.

They saw value in him. They didn't consider him useless. Instead, they wanted him to be with them. To help them and to obtain a new life.

The girl he admired, the one who had the identity of Clash, planned on leaving this unfair world and going to a new one.

She wanted him to come with her.

At the end of their offer, Rei Narukami cried for the first time since he was a baby.

 _"How dare they."_

Rage pulsed through his veins.

 _"How dare he say that about them!?"_

How can this man say all these horrible things about Mysterio, the man who saved him. The man who saw him as human just like everyone else!? Who saw that he had value and didn't demand anything from him!?

Mysterio didn't give him orders and neither did Clash. They only showed him kindness, and as repayment he would perform jobs at their behest.

He would not be useless to their goals, and his life was a minor thing if it meant he could help them achieve it.

"Liar…" He whispered. That whisper turned into a howl of rage. "LIAR!"

He savagely jerk his head back, slamming it into the nose of the Hero restraining him. Temporarily free, he pulled out a shatterang and threw it to the ceiling.

After a few beeps, it exploded and rained debris on top of them. She let go of him to roll to the side and avoid the worst of it. He instead dashed forward and grabbed onto a binderang.

He flung it at Rock Lock's feet to pin him in place, but Rock Lock was faster and flipped the table. It remained suspended in the air as he jumped on its underside and avoided the pink material that exploded from the boomerang.

Snarling, Rei drew another shatterang in his right hand and a razorang in his left. He threw the shatterang first; it detonated on impact with the table and blew the Hero back. As the man tried to flip in the air, Rei hurled the blade boomerang. It almost certainly would have pierced Rock Lock's heart.

But no. He wanted to do this personally.

To destroy the man who insulted those that were kind to him.

He used his Quirk to appear in front of his boomerang when it was only a few feet away from the Hero's chest. He took it in his right hand and rammed his knees into Rock Lock's abdomen, digging it deeper when they landed on the ground. Letting out a savage scream, Rei brought his boomerang up to stab it through Rock Lock's face.

But the unexpected happened.

Rock Lock used one of his hands to toss a piece of the table's leg into the air and into the boomerang's downward path. He stabbed the wood instead, the knife halted by the suspended table leg.

Then the other Hero made her move.

He tackled him, making Rei land on his side. She yanked off his helmet and began punching him.

She hit him in the face over and over again, her face twisted in anger and desperation.

Memories of his father filled his mind. He wanted it to stop, but he was helpless.

He could do nothing against this onslaught.

Slowly, he began to black out. _"Everyone, I'm sorry. I'm sorry for being so useless…"_

Mercifully, he fell into blissful unconsciousness.

* * *

Mirai knew something was wrong when the floor below him buckled and shook.

"What the…!?" Moashi wasn't able to finish as the floor began to crack and then fall at their feet. Both of them jumped away from the hole as it collapsed to the floor below.

 _"The fight is near its end."_ He turned his attention to Moashi. "Go and meet with the others in the main shipping room. I'll assist Rock Lock and Bubble Girl."

"Are you sure?" As if to accentuate his sidekick's fear, another explosion rocked the room and caused more pieces of debris to fall down.

"Yes, now go."

Moashi nodded and left through the door. Mirai jumped down the hole and landed in a crouch, observing Rock Lock grabbing Bubble Girl by the collar and dragging her off the bruised and bloodied Rei Narukami.

"What the hell are you doing!?" Rock Lock demanded to the panting sidekick. "You could've killed him!"

"He wasn't going to surrender and if I didn't do anything you would've been in danger." Bubble Girl explained, grimacing as she observed her blood-stained gloves and blue skin. "I-I didn't want to resort to that, but…"

"You beat him beyond the point of incapacitation!" Rock Lock pointed at her face. "Do you understand that!? Do you have any idea how much shit you're going to be in!? When I write my review, I'm going to send your ass back to remedial classes and you won't even set foot on the field until you're thi-!"

"That's enough." Mirai dusted off the pieces of wood that had fallen on his suit. Both the Pro Hero and sidekick turned to him. "Bubble Girl was acting under my orders."

"What!?"

He pushed up his glasses. "After negotiations broke down, I told her to incapacitate him by any means necessary. He needed to be unconscious for the success of this operation, and so Bubble Girl acted at my direction to bring that about."

Bubble Girl had understood that. She knew from her observations that Rock Lock was unable and unwilling to do what needed to be done.

Rock Lock seemed to be unable to accept that. He motioned to Narukami. "If this is just a way for you to cover her ass, then…"

"I am many things, Rock Lock," Mirai stated ominously. "But sentimental is not one of them. If Bubble Girl had been acting against my wishes then I would've been the first to punish her. She was not. Ergo, I am taking full responsibility for this."

Rock Lock looked from him to Bubble Girl, his brow furrowing and teeth grinding. "Fine. But you better believe that I'm going to have a lot to say in my report." He went to Narukami and began to put cuffs on the boy.

"I'm sorry, sir." Bubble Girl mumbled as Rock Lock picked up the young Villain. "I should've handled it better."

"The circumstances said otherwise. You were following my explicit orders and nothing more." After Bubble Girl had told him about the attempted negotiations with Boomerang and hearing them fall apart, he made it clear that she was to punch him into unconsciousness. She had protested, but he made it clear that the mission would fail unless she did so.

It wasn't the most elegant way to end a battle, but it got the job done.

"And do not think too much about Rock Lock's statements. He needs to understand that being a Hero means pushing his personal struggles aside for the greater good."

"I think that's easier said than done, sir."

 _"You'd be surprised."_ Mirai thought bitterly. The two followed Rock Lock as they went through the kitchen area. It was surprisingly barren. Other than the area around the sink and the garbage can filled with snack bags, everything had a layer of dust over it.

Rock Lock opened the door to show the other Heroes in the center of the empty shipping room.

"Well, at least you got the little punk." Snatch grunted while inclining his head to Rock Lock. "There's nobody else here. What gives, Nighteye?"

"I cannot say." He admitted. "If I had to guess Mysterio's penchant for theatrics, there's bound to be a trap door or something nearby."

All he knew was that Boomerang was going to be captured. Their victory over Mysterio's forces in this building was a foregone conclusion.

 _"Is it, though? Is it really?"_

Mirai spotted a piece of white paper in a trash bin by the door. Frowning, he walked over to it.

"What's going on?" Fat Gum followed behind him, cautiously placing another potato chip into his mouth and munching on it. "Did you find something?"

"I'm not sure."

"Well, you guys can figure it out yourselves." Rock Lock set Narukami on the ground and began walking to the entrance door. "I'm going outside to backup Suneater and get medical attention for me and the Narukami kid. Call me when this crap is over."

"Come on, aren't you overreacting!?" Snatch called out after him. "This is going to make you look bad in the debriefing!"

Mirai ignored them and picked up the paper before reading it.

 _Hey Rei,_

 _Mysterio says there will be no deliveries tonight, so just relax for a bit. I put some snacks in the kitchen so take it easy until I come along later. We can watch something fun or play a game!_

 _-Clash_

He frowned as he read the note again. "Something's not right…"

"So we just have to wait a bit for his accomplice?" Fat Gum hummed. "We're going to have to ask the cops to keep a low profile if that's the case."

"No, it's something else." Realization dawned on him. "The signature."

"Huh?"

He pointed at the name. "This person called themselves Clash while addressing Narukami by name. Why would they do that if they're obviously close?"

Fat Gum blinked before his eyes widened. "So we don't know whoever this Clash person is." He pressed on his earpiece. "Suneater! Come in, Suneater!" He waited for a second before shaking his head. "He's not responding."

A sinking feeling grew in Mirai's gut. He turned and shouted, "Rock Lock! Stay close to us! This could be a tr-!"

They only heard it faintly. A whirring sound akin to an airplane flying overhead.

The whirring grew into the roar of a jet turbine moments before the wall to Rock Lock's right burst inwards. The Hero only had enough time to turn as a blur pinned him to the left wall.

It was a man dressed in an aviator jacket with giant metal wings. Mirai recognized him from the description that the Rhino gave. Mysterio's own Vulture, his airborne enforcer and personal assassin.

One of Boomerang's comrades.

Vulture's giant metal talons dug into Rock Lock's chest. Blood splurted from the wounds and splattered across the concrete floor. The Hero could do little more than let out a silent scream of pain.

"Rock Lock!" Snatch sent giant waves of his sand body towards the Villain that transformed into claws.

"Byeong-shin!" The Villain said in his native language before laughing. The turbines of the wings sped up and the Villain soared towards the roof, dragging their comrade up the wall and leaving a stain of red. Before he reached the top, Vulture changed direction but let go of Rock Lock's body. It slammed into the ceiling with a bony thud. "You bastards really fucked up now!"

"I've got him!" Fat Gum ran past the shocked Heroes and dove on his back to catch the dark-skinned Hero in his gut.

But even Mirai could see it.

Ken Takagi was dead.

"Get him!" Moashi shot two giant centipedes from his sleeves to catch the flying Villain. "Get him down here and make that bastard pay!"

But it was no use. Vulture was circling in the air, too high and too fast to be caught by Moashi or Snatch, who sent pieces of themselves to ensnare him.

"Everyone, remain calm! If we don't keep a cool head then w-!"

A loud, booming noise filled the warehouse. It vaguely resembled a techno beat, but it rose to a volume and pitch that caused his ears unbearable pain. Everything began to vibrate and windows cracked. The Heroes covered their ears to try and block out the sound. Even Snatch was forced to return to his human form and got on his knees. Bubble Girl's teeth were bared and her jaw clenched.

He could see blood leaking from her ears.

A figure dressed in white and silver with a tinted glass mask casually strolled by them, picking up Narukami as gently as possible. The air beneath her feet distorted and warped as she flew into the air, riding the sounds emitted by the speakers built into her costume's boots and the center of her palms. in. She landed in front of the upper office and carefully laid Narukami on the ground.

 _"A trap. This was all a trap."_ But how? How could anyone lay a trap for _him_ of all people!?

The sound faded and a new voice boomed from all directions.

 _ **"Greetings, foolish Heroes!"**_ Vulture settled on top of the top of the stairway's railing in a crouch. Smoke twisted and curled on the ceiling like the beginning of a tornado. _ **"I had been expecting you! To think it would be so easy to ensnare you all into my grand plan!"**_

"What…" Fat Gum shook his head to clear the ringing out of his ears. "What are you doing here, Mysterio?"

 _ **"Why, it's to eliminate you all of course!"** _A giant flaming head appeared in the center of the spiraling clouds. **_"What better way to show the weakness in the Symbol of Peace's society than eliminating his former partner who relies so much on fate! Fate is but another tool for the Master of Illusion to bend to his will!"_**

"Cut the crap!" Moashi pointed at the face. "Sir Nighteye's Quirk is one hundred percent accurate! There's nothing you could've done to fool him!"

 _ **"Oh? What is forming a realistic cell to a Master of Illusion?"**_ Nighteye felt disbelief wash over him while the evil smirk on the face grew. _ **"It is but mere child's play! A simple thing, to fool one like Sir Nighteye, who believes only what he sees and never looks below the surface!"**_

 _"No…"_ That was true. He never looked further into Narukami's future with Foresight. There was no need. He was in the cell and that was where his relevance in the case ended save for an interrogation. _"If I had looked further…!"_

"You would trick your own comrade like that?" Bubble Girl breathed out.

"You won't get away with this!" Fat Gum got onto his feet and shook his fist. "Do you hear me!? You're all going down!"

The face of Mysterio merely opened its mouth. There was a flash of lightning and a clap of thunder that shook the warehouse, and when they blinked they saw Mysterio in his normal size standing across them in front of the office stairway.

 _ **"That is where you are wrong, Hero."**_

The white and silver-clad girl, Clash, floated to Mysterio's right with the soundwaves from her gauntlets and boots. He could vaguely hear the sound of an idol singing a distorted song.

 ** _"This base was set up to lure you all here."_**

A hulking man dressed in a white suit and a ridiculous quilted mask exited the kitchen entrance. The Shocker fixed his tie as he stood to Mysterio's left.

 _ **"This place will be your tomb; and the grand stage on which I reveal to the world my might and the fantastic powers of my men. Now it's time for introductions, servants of the Symbol of Peace."**_

The turbines of Vulture's wings whined and the feathers stretched out to their full wingspan. The body language of the Korean screaming of anticipation for the coming fight.

 _ **"You've met Boomerang, but he was merely a part of the whole. Enter…"**_ He motioned to the hulk of a man. _**"Shocker!"**_ He thrust his arms up. _**"The Vulture!"**_ Mysterio placed his hand on the girl's shoulder and rubbed it. _**"And their leader, Clash! Together, they are... THE ENFORCERS!"**_

He let out a chuckle as he stared directly at Sir Nighteye. _**"And we will be your executioners, Heroes."**_

Mirai let out a steady breath and pushed up his glasses. "We shall see, Villain."

Both sides readied themselves for battle.

 _"We shall see."_

* * *

It didn't take long for Prowler to reach her base.

It was a simple bachelor suite in that was nearly barren. There was a ratty couch where she sometimes crashed on after missions, a bathroom where old bloody bandages rested in the trash, and a kitchen that had an empty first-aid kit on top of the counter.

And, as usual, she entered it through the window next to the fire escape while camouflaged.

The smart locks recognized her "work" phone and allowed her to pull up the window with tinted glass. She stepped in and closed it without a sound while pulling down the shades. All For One's pockets ran deep. He spared no expense in ensuring she would have complete privacy. The entire building was empty, each room rented out to people who didn't exist while the owner was long dead. Nobody would bother her, nobody would wonder why she was there, and the people in this neighborhood didn't know her.

It was perfect for keeping a double life.

As she turned off her cloaking, a phone ring came in through her suit's HUD. Tapping the area of her mask over her right ear, she answered it. "What is it?"

All For One's smooth voice came in. _"I trust the mission went well."_

"What the hell did you have me put into the school?" Prowler hissed. "That wasn't a virus! It's a fucking A.I! It called me a meatbag and everything!"

 _"Calm yourself, Prowler. It's simply another tool Shiragaki will have in his arsenal. Think of it as insurance should his mission not go well."_

"And now you're giving the brat killer to play around with. Isn't that just perfect." She tapped the wall across from the couch. It opened to reveal the secret compartment she stored her costume and gear in. Slightly rusted gear with a thin sheet of dust from when she first started and the new crap Mysterio outfitted her with. "And what exactly is your plan for the bastard?"

 _"That is none of your concern."_

She hissed. "It is my concern, asshole!" Prowler began stripping out of her gear one piece at a time, starting with her claws. "You just had me put in some A.I to do god knows what in that school while the brat attacks the Symbol of Peace! I don't give a fuck what you do to the teachers, but if those kids get hurt…"

 _"Need I remind you that you have no say in the matter?"_

Prowler stopped while putting her coat on a hanger.

 _"Our deal was that you work for me once again in exchange for keeping the precious little life that you've built. I would compensate you, of course, but I would not tell you of my larger goals."_ A cold chuckle came from him. _"I believe you said, 'the less I know, the better',... right?"_

She said nothing because it was true. All For One had big plans, both with the brat and that Mysterio bastard, and dragged her into them. She would work for him, but she didn't want to know anything or be involved with the "big picture". Steal some shit, occasionally kill a guy, and do whatever Mysterio said. That was as much as she could stomach.

 _"Of course, if you want to quit, you can. However, I believe it's my civic duty to place an anonymous tip to the police regarding the identity of the Prowler. Such a dangerous Villain shouldn't walk freely in the streets."_

And that was it. That was how he had her by the balls, and there was nothing she could do about it.

Oh, she could tell them the location of the League's hideout, but by then the brat would've gone somewhere else. Everything she did know didn't add up, and they would never believe her about Mysterio. She would end up in jail and her family…

Her hands balled into fists.

"No need for that."

 _"Oh?"_

"You know me, you bastard."

Her hands reached for her mask.

"I never quit."

 _"Good. Wait for further instructions after Mysterio and his underlings have their fun."_

When she pulled it off, cool air hit Mitsuki Bakugou's sweaty face.

She looked at the mask in her hands and glared at it. Anger boiling inside her with each passing second.

"DAMN IT!" She screamed as she threw the mask into the secret compartment with the rest of the gear.

But as it slid down, all she could do was put her hands on her face and cry.

 _"Useless… useless idiot…"_

She stood alone in the ghost of a building, mourning her wasted youth and her family's uncertain future.

* * *

 **To Be Continued...**

* * *

 **Note:** **Well holy crap, glad I got this out before the start of the new year! Thanks goes to reppuzan for betaing!**

 **Man, this thing turned out longer than I intended but there was a lot I wanted to get out. Specifically, Boomerang's backstory along with the trap and Prowler's identity being revealed. Speaking of Boomerang, I tried to be as respectful as possible. Abuse isn't a comfortable subject and I tried to show the emotional pain it causes to the victim. Rei's is an exaggerated case, however, and I want to make that clear. I wanted to show what it takes to make someone like him, but point out he's still a Villain even if Mysterio's obviously manipulating him.**

 **As for the Prowler's reveal... holy crap! Mitsuki's Prowler!? Who would've guessed?**

 **Well, unfortunately everyone in Spacebattles since I mused the idea when this story was just a plot bunny and the first chapter wasn't even out. But do not worry, there will be a "Prowler: The Origin" chapter sometime in the future.**

 **Speaking of the future, I just finished a one-shot titled _Musutafu 2099_ in which Jirou becomes the Spider-Punk of 2099, and it's my love-letter to the cyberpunk works of William Gibson and Philip K. Dick. I would love you all to read that and give it your two cents!**

 **Also, go ahead and check out this fic's TV Tropes page!**

 **Be sure to leave a review!**


	16. Issue 15 - The Enforcers!

Tamaki Amajiki didn't want to be here.

It took all his mental strength to not fidget. He was standing behind the officers in full raid gear aiming their guns at the warehouse in front of them. Several cops were behind him using their squad cars as cover. Everything was far too quiet for his liking.

 _"I wanna go home..."_

Tamaki had tried desperately to imagine the officers as something else to calm his nerves. Mirio had taught him the trick years ago and it sometimes worked. It helped him to deal with large crowds and students at U.A, though he knew that when he did it his eyes squinted and he looked scary.

 _"But I can't look scarier than the guys around me..."_ All of them were serious, which was good for a cop, but he was used to being with Fat Gum who knew how to start a friendly conversation. While Tamaki wasn't much of a talker, he hated awkward silences more. What if he was the one supposed to say something? The pressure was just too great to handle. _"No, come on. Think of them in their underwear! No, already tried that. Wait, I've got it!"_

He blinked and imagined the officers around him having cat or dog ears and tails. Some of them were even licking their noses or hands.

Tamaki snickered but tried desperately to keep a straight face.

"Any word from Sir Nighteye, Suneater?" Tamaki almost choked on his own saliva as he looked at the lieutenant to his left. He was glancing at Tamaki but didn't take his eyes off of the warehouse. "It's been a couple of minutes since those explosions and we haven't received any status reports."

Tamaki was scared. He didn't want to answer in a way that would give the lieutenant the idea that he had no clue what his superior was up to. But if he didn't answer, then that would be worse than saying something stupid. "...Nothing yet."

"Damn, this is stupid." An officer behind him muttered. "We should've just busted in the moment the building shook. What the hell are we doing out here?"

"Can it, Tsunemori." Came the lieutenant's stern voice. "We're following the orders the chief gave us. If you want to complain about them, I welcome you to bring it to him."

 _"Why couldn't you be here, Mirio?"_

This would be easier if his friend were with him. Fat Gum was a great mentor and Tamaki could appreciate the man's attempts to boost his confidence, but Mirio Togata was the one who always knew what to say. He seemed to know how to get Tamaki to see the wider world as something other than a scary place he was forced to live in.

 _"Sorry, Tamaki. I'm stuck on this special training regimen that Sir put me on."_ Mirio said over the phone last night. _"I'd come to help you guys out if I could, but you know him."_

It still amazed Tamaki that someone as bright and friendly as Mirio would end up with a scary guy like Sir Nighteye.

"What the hell is that?"

He blinked and looked around. Green smoke was seeping out from a manhole in front of them and wrapped around their feet.

"Stay alert, everyone." The lieutenant ordered, his eyes narrowing in suspicion. "We might be dealing with a late arrival. Be ready to fire on my co-!"

The manhole was sent up into the sky like the cap from a shaken up soda bottle with a mint thrown in it. It just kept flying up into the air with no sign of stopping...

And that's when the first Villains came out.

Some were in street clothes with scary-looking physical Quirks while others were dressed in traditional spandex. All of them had murder in their eyes, sadistic grins spread across their faces as they sauntered forward.

"This is the police!" The lieutenant shouted from a loudspeaker. "All of you, stay where you are and put your hands behind your head! Do it now or we'll be forced to take you down!"

"NOW!" One of them shouted and Tamaki heard explosions.

He turned to see that the buildings to their sides were now coming apart. Villains were swarming out of their holes, leaping at him and the cops like a pack of ravenous hyenas.

 _"Crap..."_

"You're mine!" Tamaki didn't hesitate and used Manifest on his right arm. The takoyaki he ate this morning came in handy as his arms transformed into the slimy tentacles of an octopus. They wrapped themselves around the female Villain with an axe for a hand before he twisted himself on his heel. He slammed her head-first into a police cruiser's window, smashing the glass and making the Villain slump down to the ground with her eyes rolled to the back of her head.

But he could still hear the chaos.

"Crap! Get them! Can't any of you guys aim!?"

"You're outnumbered, pigs! There's no hope for you!"

"Bastards! Where the hell is the south team!? We need backup!"

"You're screwed now! Can't believe that Mysterio's plan actually worked!"

"Fat Gum!" Tamaki shouted to his comms device. "Fat Gum, come in! We're under attack and need...!"

But it was no use. All he got was static.

He was hyperventilating. One Villain, he could handle no problem even if it was a bit scary. But there had to be close to fifty swarming them. _"What do I do!? What the hell do I do!? Oh man, this is bad! I don't have Fat Gum with me! I-I don't have anybody! I'm the only Hero here, and if I leave these guys to go and get backup I will... I will...!"_

No, he couldn't let that happen. He was a Hero, and he was the one these officers had to rely on to save the day.

It was all on him.

Tamaki took in a deep breath. He pictured Mirio and Nejire's smiling faces, his two precious friends' encouragements ringing in his ears.

Manifest transformed his left hand into a clam's hardened shell while his feet grew into chicken talons.

 _"Time to be a Hero."_

And with that final thought he leapt into battle.

* * *

 _"This isn't good!"_ Taishiro Toyomitsu, known to his fans and fellow Heroes as Fat Gum, glared at the Villains in front of him.

Many people talked smack about Mysterio for being a weird copycat of an old comic character, but Taishiro never bought into that line of thinking. The guy was a Villain who was able to escape All Might and go toe-to-toe with the Spider-Man guy who had some strength-enhancing Quirk. That, alongside working with the Prowler, made him bad news.

But the past few months had shown Taishiro that Mysterio's crimes were darker than anything he could've imagined.

He had been working with Sir Nighteye on this case through sheer coincidence. New drugs had been dripping into the underworld like the inhaler known as "Kick" that gave Quirk-users a power boost but drove them insane after repeated usage. They would scream that something was talking to them in their head and would mutter crazy stuff about something "sublime". The other one was MGH, or Mutant Growth Hormone; It gave users an extra Quirk but would damage their Quirk Factor after a while.

Both of them were linked to Mysterio; and when Taishiro found that out, Sir Nighteye called asking if he wanted to be part of the raid.

He glanced at the mastermind behind the operation. He had learned a lot of things during the time leading to the raid. How Mysterio was kidnapping people and making them disappear off the map, how he was distributing experimental weapons to wannabe Villains, and murdering anyone who didn't pay him on time.

 _"Or using these guys to kill them."_ He couldn't underestimate any of Mysterio's lackies. It took two to subdue just one of these "Enforcers" and one had killed Rock Lock.

This wasn't a game. This was a fight for survival.

 _"But how could they have known about Sir Nighteye's Quirk?"_ Only Heroes he teamed up with and the police knew the specifics about the power including its limits. It wasn't public knowledge save for the name in the Quirk databa _se. "There has to be a leak in the police. Sir doesn't work with anyone with loose lips or levers Villains could pull."_

"I will only warn you once." Nighteye said calmly, pushing up his glasses and glaring at their opponents. "Turn yourselves in peacefully. We will not hold back, not after what you have done."

"Big words coming from a dead man!" Vulture screamed as he gripped something in each hand before he leapt off the railing, his turbines spinning as his body shot forward. "I'm going to enjoy rippin' that smug-ass look off your face!"

"Not as much as I'm going to relish beating a murdering thug like you into the ground!" Snatch transformed into a pillar of sand that went above Nighteye's head to intercept the flying Villain. "Don't be surprised when you wake up in a prison hospital!"

Clash flew after him. Raising her right palm ahead, she shot a blast of pure sound that sounded vaguely like the strumming of a bass guitar. It dispersed the sand pillar before it could get near Vulture, who flapped his giant metal wings to raise himself a few feet.

"What the heck were you thinking, you idiot!?" Clash shouted as she cut off the sounds making her fly and skid on the floor in a crouch before Snatch's sand pile. "Follow the plan! I'll handle Snatch!"

"But that bastard…!"

 _ **"You shall follow your role, Vulture. It is I, Mysterio, who shall do battle against Sir Nighteye!"** _Mysterio began to stroll towards Sir Nighteye, who held his ground and was remarkably calm for someone with the odds against him.

"Fuck! Fine, have it your way!" Vulture then glided to Centipeder and Bubble Girl, raising his arms and revealing the guns in his hands.

"NO!" Taishiro dove into the line of fire, mentally preparing himself for the sting of gunfire. While his Quirk prevented the bullets from hurting him, they still pricked him like little needles pressing down on a finger but not quite piercing the skin.

 _"But I'm not going to let these guys get killed like Rock Lock!"_

Something else hit him instead.

On windy days, Taishiro felt as if he had to battle against the wind to keep walking straight as the air tried to lead him right or left. It was like that, but packed into a small area like he was being punched over and over. The force came in waves, reverberating through his jiggling stomach and rattling his bones.

What made it more surprising was that he was _moving_.

It was only a few feet to the left, but it was enough to give Vulture enough room to twist his body to the right. The tip of his wing nearly scraped the ground before he righted himself and fired his pistols.

Two nets wrapped themselves around the sidekicks, entangling in a web of knots. "Sir!" Bubble Girl shouted before screaming. Taishiro could only watch from the floor as Vulture attached the guns to his waist and pulled the two with him. They were lifted off the ground as he shot out the hole that he entered from, disappearing from sight in a matter of seconds.

"Damn!" Taishiro never felt so angry in his life. _"I couldn't help Rock Lock, I couldn't stop those two from being taken, and god knows what's happening to Tamaki out there!"_

He needed to help put a stop to this before anyone else got hurt!

He got on his feet and eyed the Villain who shot him. Shocker was keeping his distance, but positioned himself in front of the hole to stand clear of the others fighting. He was cracking his knuckles, his gaze never breaking from Taishiro's.

"Taishiro Toyomitsu, known as the Hero Fat Gum." Shocker's deep voice rumbled, somehow managing to be audible in all the chaos. "Twenty-nine years old, type O blood. Your Quirk, Fat Absorption, absorbs kinetic energy with your body fat while also having objects adhere to or sink into it."

He raised his gauntlets that seemed to be humming in anticipation.

"I have been looking forward to killing you."

* * *

 _ **"I suppose we should get started!"** _Mysterio raised his arms and crushed something in his hands. As he opened them, pieces of glass fell before dissolving into green smoke that floated to the ceiling. **_"It is only appropriate that I, the master of this lair, should sta-!"_**

Mirai rushed forward. "You shouldn't monologue." he said flatly as he brought his arm back. "It gives your enemies time to strike."

He couldn't afford to waste time against Mysterio. Rock Lock, Ken Takagi, was dead and it was all his fault.

He had blundered into this trap and endangered everyone with his complacency in Foresight. Takagi's wife was now a widow because of him. _"If I had only spent more time tailing Narukami to find who he associated with, we would've been better prepared!"_

But berating himself wouldn't bring Takagi back to life. He could only atone by making his death mean something.

And there were the others to think about. His sidekicks were taken by Vulture, Fat Gum was battling against Shocker, and Snatch was dealing with Clash. All three Villains had managed to keep their capabilities secret. Their chosen identities hinted at the uses of their gear but left their Quirks a mystery.

 _"And the officers outside will need backup. Everyone needs backup and we cannot contact anyone!"_

He needed to hit Mysterio hard and fast. End this fight in a matter of minutes.

Mysterio sneered at the interruption, stepping back in preparation for the blow. Mirai heard the sound of thunder rumbling from overhead and leapt to the left as a green tentacle smashed the ground where he once stood.

 _ **"I shall keep that under advisement, Hero!"** _Mysterio dramatically pointed to him. _**"But what is a Master of Illusion if he is not a master of… presentation!"**_

Mirai only briefly glanced up. Green clouds were covering the ceiling once more, but now four massive tentacles were peeking out from the depths. As thunder rumbled, flashes of light revealed what appeared to be the head of an octopus with blood red eyes that cut through the emerald plumes.

 _"It's not real."_ That much he could be sure of. From his research into Mysterio, the man's specialty lies in robotics, hallucinogens, and realistic hologram technology. _"But some sort of device is slamming those limbs onto the ground. I felt the rush of wind and pieces of debris hit my suit. All four of those tentacles are likely real."_

But he still needed to be sure. If he made a single mistake it would give Mysterio the upper hand.

The four tentacles shot at him as he decided on this course of action. Mirai pushed up his glasses as he began dodging the blows. The tentacles made no complicated movements, slamming on the ground when he kept his distance or attempting to run him through when he approached. Jumping up and allowing a tentacle to graze the back of his suit, he confirmed the existence of the second one.

Reaching down, he grabbed it with his right hand and kicked at the main part of the limb with both his legs. He felt the crumpling metal and the familiar sound of a robot breaking into pieces. The illusion faded, revealing a silver tube with wires that sparked as if to protest the break.

He landed on his feet while letting go of the robotic limb. Reaching into his pockets, he threw two high-density seals towards the two other tentacles that he hadn't touched. As the five-kilogram seals went through both without any sound of contact, Mirai focused all his attention on the remaining tentacle that he knew was real.

But he wouldn't give it the opportunity to try and hit him.

He reached into his pockets and took out six more seals that he held in between his fingers. He threw them towards the silhouette of the octopus-creature.

While his physical capabilities weren't exactly up to par with most Heroes, it didn't mean he was a weakling. He constantly carried several five-kilogram seals on his person and exercised regularly. When combined with his speed and strength, the seals became projectiles more deadly than bullets.

He heard the sound of his seals puncturing through metal and the squawk of broken machinery. The clouds parted as if some god had decided to reveal itself to the masses, revealing some sort of silver block on tracks with two protruding tube-limbs that now hung limply.

 _ **"I congratulate your quick thinking, Sir Nighteye!"**_

Mirai watched as thick green smoke circled around him, blocking his vision of anything further than five meters.

 _ **"But your luck has come to an end! It is time you experience…"**_

Four identical Mysterios came from the smoke and came at him from all sides, the delight beaming from their false faces with arms reaching out at him.

 _ **"...the true might of Mysterio!"**_

"And I think that it's time that you learn not to underestimate a Pro." Mirai leapt into the air and watched as the four Mysterios met. "I have studied you, Mysterio. And I learned all of your habits… and your flaws."

The Mysterios coming from his sides and back distorted like bad static. Only the one coming from his front remained solid.

"You take too much pleasure in getting your hands dirty." In a flash of motion, Mirai fished out another seal from his pocket and threw it at the true Mysterio's chest. It threw him back and onto the ground, the concrete cracking from the force of the blow. The Villain grimaced from the pain as Mirai dug his heels into his abdomen. "Your sadism makes you predictable."

He expected Mysterio to do many things. Grab at him, curse, shout more ridiculous assertions of his mastery over illusion.

Instead, the Villain simply laughed.

 _ **"Sir Nighteye, you of all people should know that not everything is what they seem when you're dealing with an illusionist!"**_

Mirai only heard the sound of a fist the millisecond before it crashed against his left cheek. His teeth rattled but he didn't let that distract him. He registered the second fist racing towards his stomach and reached down to catch it.

The hand wore Mysterio's glove but it wasn't connected to a body.

He jumped back and saw two gloved hands clenched into fists suspended in midair. Mysterio got back onto his feet, dusted his pants, and raised an eyebrow with an amused grin on his face while motioning to the two hands.

 _ **"This is merely one of my simplest tricks, Hero. Though it was enough to catch you off guard. So tell me… how long do you think you'll last when I actually try?"**_

Mirai merely threw two more seals, hitting the hands directly and making them explode in a burst of metal, sparks, and smoke.

"I suggest you try harder."

* * *

Sajin Higawara was well aware he wasn't a popular Hero. He was often overlooked by the general public and was mentioned mostly as assisting in team-ups or rescue operations. Just a name on a sheet of paper, maybe a photo of him in the background.

That didn't mean he wasn't proud of his work or the ideals of heroism.

"You caught me off guard with that sonic blast earlier." His arm became a fountain of sand that flooded toward Clash. "It won't happen again!"

The girl was surprisingly nimble. She performed a back extension roll so that his attack would pass over her before she brought her legs up.

"Again with the cliche lines!" Clash got back onto her feet and fired back, this time sounding like a guitar riff that brought up dust from the floor. Sajin reverted his upper body into sand so he could slide away from the path only to find her raising both hands up. "Heroes always spout the same stuff over and over again as if people wouldn't notice!"

"And what about you!?" Sajin knew he had to be smart. This blast would be more powerful than the last one. "Do you enjoy picking apart people's speeches as if you're some kind of master scriptwriter?"

"No, but I know that if I had been a Hero I would have better dialogue!" The sound that came from the speakers were now a high-pitched and unintelligible wail. The ground cracked and buckled as it raced towards Sajin. He shot his sand form up into the air as the blast scattered a majority of the sand that took the place of lower body.

He had complete control over his sand and could use it to get his lower body out of the way, but it took time for him to reform. Expanding the amount of sand to compensate would take seconds, but a lot could happen in a second.

"But I'm not here to banter, Hero." Clash ran to the side, avoiding his crashing form and sliding on the ground. Sajin could swear he saw her place something black on it during her trip. "I'm here to take you down, you and the society you represent!"

Oh that's just perfect. Clash was one of _those_ Villains.

If there was a Villain that Sajin detested the most, it's those who blamed society for all their problems. The ones whose lives didn't go the way they planned or learned that it was a lot tougher than they thought.

The bank didn't approve their loan? It's society's fault! They couldn't find a job that didn't meet their actual skillset and had to settle for something down the ladder? Society's fault, of course! Things didn't work out with your love life or working with the system was harder without mommy and daddy? "We live in a society" and all that _bullshit_.

Sure, sometimes people got a shitty hand and that sucked. But _none_ of it justified going out to make other people suffer. It was an immature, stupid, and criminal temper-tantrum that roped in people uninvolved with their problems.

"I guess that settles it." Sajin had his sand body begin spreading around them. He focused on creating several sand golems in his image that reached out for Clash. "You really are a child!"

He couldn't sympathize with Villains and he didn't want to. Mulling over their backstories was irrelevant to the job of a Hero. Rock Lock had done it with the Boomerang kid and it nearly screwed up the mission. He even set himself up for his own death, something that infuriated Sajin with each passing second.

 _"I couldn't give a damn about your backstory, girl. I'm going to take you down and by the time I'm done you'll be eating through a straw! You're going to pay for Rock Lock and all the other people you've killed!"_

The Villain turned to the right, thrusting her palm at the golem closest to her and placing her hand on its midsection. Letting off a blast of sound and dispersing it, she didn't waste any time and turned to the left to do the same. She cartwheeled to the left to avoid one that tried to catch her head and smash it to the ground. She leapt to her feet and waved her hand in front of her, dispersing the other golems with the sound of a dubstep rhythm that Sajin couldn't recognize.

"I haven't been a kid for a while, Snatch!" She dashed towards him while following the edge of the circle he had formed. Grimacing, Sajin shaped his sand into small pillars that closed in on Clash from the sides. Instead, she leapt over them with the sound of drums blaring through the speakers on her feet, stabilizing herself with her left hand.

For some reason, her right hand remained limp and clenched into a fist.

"Right, because you've killed a bunch of thugs you're suddenly a grownup." Sajin glared at the girl even as she landed on his face. He began to turn his head into sand as the blast of sound came from her shoes. It disappeared into a shower that spread along the ground behind him. Sajin could hear his ears ringing in protest, but he grabbed her left leg while his mouth began to reform. "Villains like you make me sick!"

He slammed her on the ground in front of him. The Villain screamed as she bounced from the force of the blow while her electronic eyes scrunched from the pain.

"You all decide that life is unfair and then use your power to steal from those weaker than you! Spouting that it's your right as if you're the most important person in a world that slights you at every turn!"

The girl kicked at his arm with her free leg, the shin hitting his forearm with surprising force. What he didn't expect was for a sonic blast to come out and pulverize his arm. It dissolved into sand before it could do serious damage, but then she thrust out her feet and sent two bursts of concentrated sound towards his legs. Thinking fast, Sajin formed a sand barrier in front of his lower body before they could hit.

The force of the blow was dulled, but the sand wall still cracked open and he flew back several feet. Thankfully, he skidded to a stop and was propped on one knee. _"I guess her foot speakers have less offensive capability than the ones on her hands or shins. Lucky me."_

But he couldn't afford to take a break and plan things. He wasn't Sir Nighteye. He just needed to keep up the pressure and the Villain will crack in time.

Clash was getting onto her feet as Sajin raced towards her as a sand tsunami. His head was visible but would merge with the wave the second she sent another blast. Her sonic attacks hurt, but he could move his body out of the way within the mass of sand before he took a direct hit.

"Rock Lock had a wife and they were expecting a son! You and your murderous friends killed him just because he wanted to help the people you kidnap and enslave!" He was drawing in closer, making the wave taller and denser. "How many families have you ruined, girl!? Do you know!? Or do you just not care because you enjoy lording your power over those who…!?"

"SHUT UP!" Clash stood her ground and spread her legs. Her hands clenched into fists as a low humming filled the air. "Power this and power that! That's all you and this stupid society care about! That's all you use to judge a person's worth and where they belong! Well, guess what!?"

The humming quickly crescendoed into the screeching whine of a jet turbine. _"She's going to do something big!"_ Damn it, and there was no time to dodge!

"I'M QUIRKLESS!"

Sajin could see ripples of sound blaring out of her open palms and the speakers holding her cape to her costume. Sajin and his wave exploded over as he struck an invisible sandbank. He bit back a scream as Clash's attack ripped through his eardrums and lower body. His bladder leaked as it crumpled under the force of having a car rammed into him, forcing him to reform his human body before falling into the cracked concrete floor.

His lungs burned. The ringing in his ears was getting worse by the second. He turned his attention back to Clash, who threw something onto the ground. _"What!? What is she doing!?"_

No time. He had to protect his lower body before she found it. So long as he kept it safe, that there was still a chance to win this.

Expanding his upper body, Sajin encircled Clash with a wall of sand. Five feet thick, he could move his lower body around it carefully and attack her from all angles.

He felt a grim satisfaction as Clash looked around wildly in confusion.

 _"So… you're Quirkless? Doesn't matter to me. Soon, you'll be treated like any other punk who thought they could take their problems out on the world."_

It amazed him though.

It took a special kind of stupid to take on a powerful and experienced Quirk user.

* * *

Juzo Moashi cried out as his body smashed against Bubble Girl's. The nets that restrained them were close together, making collisions inevitable.

It also didn't help that the wind made hearing almost impossible.

 _"Damn it, this is bad!"_ The Villain was going to bring them as high as he could before plunging them to their deaths, a possibility made far more likely with Fat Gum being preoccupied with the other Villains. _"I can try to use one of my centipede arms to grab onto a ledge while catching Bubble Girl but inertia will rip it off! There won't even be enough time to swing!"_

The bag suddenly felt as if it weren't being dragged by Vulture's body and it was followed by the distinct feeling of falling.

It only lasted a second as Juzo rolled onto the ground, his body entangled in the net. He tried hard not to make his pain apparent to the Villain but was thankful when he heard Bubble Girl's cry of pain. _"Thank god, she's still alive."_

And if they were alive, there was still a chance.

"Damn!" Juzo began to flail around, trying to reach for an opening in the net. When he felt one, he pulled it apart and crawled out. He looked up to see Bubble Girl doing the same with her net, coughing and grimacing from her scraped left elbow and scratched up arm. "You okay, Bubble Girl?"

"I'm fine, Centipeder!" Bubble Girl's body stiffened and she glared at the sky above him. Slowly, Juzo turned around to see Vulture hovering above them with his arms crossed across his chest.

"Well, glad to see you two bastards are alright!" He pointed at them, his goggles not showing any emotion from the man behind the mask. "This wouldn't be a fair fight if one of you were injured on the trip down."

"A fair…?" Juzo bit back his incredulous remark. "Why would you want a fair fight?"

"Come on, fool! It wouldn't be right if I just dropped you outta the sky without the both of you trying to kick my ass!" Vulture made a sound like he was clicking his tongue. He raised his thumb and index finger as he jabbed at their direction. "This isn't some bullshit where you're just a weak-ass punk that needs to be taken out. You're a goddamn Hero! You've got the skills and moves that I've gotta overcome to make a real name for myself!"

 _"This guy's dialect…"_ He had heard the man utter some Korean phrases back at the warehouse, but Vulture didn't seem to have an accent. His Japanese was fluent, but it was overly aggressive and masculine while making liberal use of slang. _"Is this guy a former gangbanger?"_

While Heroes and the police would charitably call a group of Villains a gang, there were still traditional street gangs that hung around inner cities. Making their territory in lower-income neighborhoods that didn't see much Hero action, the thugs would run the area while committing criminal acts like drug production and shakedowns of both residents and outsiders.

Their numbers usually comprised of local teenagers who were desperate for cash, which included both traditional Japanese citizens and children of illegal immigrants.

"Some honorable fighter you are!" Bubble Girl shouted at Vulture, distracting Juzo from his ruminations. "You murdered Rock Lock! You just killed him without a second thought, not giving him a chance to defend himself!"

Vulture seemed to bristle at that if the stiff shoulders meant anything. "Tough shit! This is the real world, and it isn't all fuckin' gumdrops and rainbows! You walked into our trap and the boss told me to pull the trigger!" His hands clenched into fists and Juzo could feel the joy radiating from the man's body. "But now I've got the chance to handle shit the way I want to! You can bet your ass that I'm taking it! And besides…"

Juzo felt the danger before he saw it. "Bubble Girl! Duck!"

Shooting towards his colleague like a bullet, Vulture curled his hands into fists while drawing back the right. "...I saw you messing up my boy, so it's payback time, bitch!"

Juzo extended his right arm and caught Bubble Girl's leg. He pulled it out from under her to avoid Vulture's fist. The Villain reached down to grab her with his talons, but he was going too fast and missed his chance. While the metal claws snapped at empty air, Centipeder snatched his leg with his left centipede arm.

The front claws sank into the Villain's right lower leg. Puncturing the cloth and skin, blood began to soak the pants while Juzo began to be dragged off his feet.

Vulture twisted his right leg so his talons could shred the centipede limb to pieces. He then shot up into the air while Juzo skid to the ground, eyeing Vulture as he flipped around to fly back towards them.

 _"What is he planning?"_

Vulture wings retracted slightly and he began to fall rapidly. Leaping back, Juzo was able to avoid the Villain landing on top of him. The talons digging into the concrete roof gave him a good idea what Vulture had been planning.

He looked back up to find Vulture's left wing swinging towards him.

Juzo's eyes widened. _"Damn!"_

A giant hundred-or-so pound steel wing hit him at full force. Bringing his arm up protected his head, but he could already feel that his leg and arm bruising. The second he lowered his guard, Vulture was already rushing towards him with a hand outstretched.

Vulture snatched him by the collar and dug his knee into Juzo's stomach, causing Juzo to let out a cough of pain.

"Don't give out on me yet, _ssi-bal!_ " Vulture threw him to the ground and raised his right leg, the metal talons gleaming dangerously in the sunlight. "We ain't even started ye-!"

A shadow passed over Juzo and it took him only a second to register it as Bubble Girl jumping over him. She raised her arms and bubbles flew out from her skin. They popped all over Vulture and made him gasp in both surprise and disgust.

"Shit, what the fu-!?"

His fellow sidekick didn't give the Villain time to recover. Instead, she threw a haymaker directly into the left side of Vulture's head and made it snap to the right. She followed this with a savage roundhouse kick into Vulture's right side. Juzo wouldn't be surprised if the bastard didn't start pissing blood later.

But before she could push on, Vulture seemed to recover. Grabbing both of her shoulders, he drew his head back and delivered a hard headbutt to make her stumble back. Blood dribbled from the small cut left in its wake, but Vulture didn't seem to care and he simply followed his blow with wild, savage punches.

"You bitch!" One to the left cheek. "Time you learned what happens…" One underneath the ribs. "...when you fuck…" An uppercut to the chin snapped Bubble Girl's head up. "...with the Enforcers!"

"Mysterio had to hold me back from fucking you up back in the warehouse! What you did with Rei…" His wings drew back, the tips turning to face the front. "You fucked with one of us, and when you fuck with one you fuck with us all!"

Juzo made his move. Grabbing Bubble Girl by the waist and running back, he saved them both from being impaled.

They couldn't keep fighting on the roof. Sooner or later, Vulture would get bored and return to his high-speed aerial fighting style. Out here, they were sitting ducks. _"We need to get off this thing and fast!"_

"Hey, you cowards!" Juzo turned his head to see the Villain actually running after them. "Get back here!"

 _"Is this guy an idiot or something?"_

When he reached the edge of the building his heart soared with hope. _"A fire escape!"_

Jumping onto the top, he set Bubble Girl down and saw that her eyes were clear. "Follow me!"

"Right!" They both descended the stairs and headed deeper into the metal jungle-gym. The structure would make it difficult for Vulture to follow on foot and the metal would ward the Villain's blows long enough for them to onto the street and formulate a plan.

"Shit!" Juzo glanced up and saw Vulture jumping off the building and flying at the alleyway's entranceway. "You think that's going to stop me!? Well, guess what!?"

Vulture lifted his right arm and unzipped the sleeve to reveal flesh marked with tattoos. Tribal marks in prison black and highlighted with red, the tattoos around his wrist forming the pictures of smoke and bullet shells.

But they all lead to a black hole in his arm just below the shoulder.

Juzo was able to witness the Villain's Quirk as he took off his glove. His thumb, index, and middle finger stood straight while the ring and pinky curled. The flesh began to merge, the skin gaining a metallic sheen as the hand turned into a flesh-colored facsimile of a gun with a barrel being formed by the index and middle finger.

Vulture took out a marble from his belt with his left hand and put it into the hole. Juzo heard a hiss come from the man and the wings slightly rose up.

"It won't!"

He had an idea what was happening.

* * *

 _Vulture!_

 _His Quirk!? Bushwacker!_

 _This nasty trick gives the punk the ability to transform his arms into firearms with ammunition fed into two holes beneath his shoulders! The power of each shot depends on the amount of air he takes in, kinda like an air gun! He can launch them at a minimum of 300 feet per second, but the bigger the gun, the longer he needs to take in air!_

* * *

"Gun! Gun!" Instinct took over as he and Bubble Girl hit the deck in preparation for what came next.

A bang not unlike a firecracker going off rang out and Juzo felt something bite into his right shoulder. The dull ache was soon replaced with a burning throb. The same two phrases echoed in his head. "Shot! I got shot!"

Despite the pain, he could see that Vulture was putting another marble in the hole. _"That means he can't put in more than one. At least we won't have to deal with a machine gun."_

"Centipeder!" Bubble Girl crossed her arms as a storm of bubbles erupted from her skin. Juzo knew they wouldn't completely obscure them, but it will at least distort the Villain's vision a little. "Can you still move?"

"It hurts, but I don't think it's fatal." Despite his assurances, he needed to stem the bleeding soon and get immediate medical attention. "We need to get out of here and fast."

A bullet bounced off the floor just in front of them, bursting Bubble Girl's makeshift smokescreen. "There you are!" Vulture shouted as he loaded another marble into the chamber. Juzo looked to the left and saw a cracked window that showed an empty living room. "Next one's going through your damn…!"

"Close your eyes and brace for impact!" Juzo grabbed Bubble Girl and smashed their bodies through the window. Wood and glass shattered around them as they landed on the floor. He hissed as the glass shards cut through his suit and cut his skin, but he got on his feet and pulled Bubble Girl up. "Come on, we've got to take cover in the hallway!"

"Damn it! You fuckers!" A bullet shot through the wall and hit the edge of the door as they ran out of the room. "You're not getting away! I'm gonna shoot up this whole building until I punch bullets into every damn part of your body!"

They got on their knees as they kept close to the hallway walls. From what Juzo could tell, the lack of screams meant the apartment was unoccupied. _"That means we aren't that far from the warehouse. The cops made everyone nearby evacuate their buildings on the downlow to minimize civilian casualties if the fight got out of hand."_

"Centipeder, what do we do now?" Bubble Girl whispered as a bullet ripped through the wall overhead. "We can't just hide here!"

He hummed while putting pressure on his wound. "Yeah, if we do, Vulture will just go back to assist his allies." Juzo shifted his body and peeked out the corner. Just out the window facing outside was Vulture. His hand and forearm had shifted again and now resembled a rifle. The wings were rising more than before as he aimed the barrel at them. Leaning himself back, he avoided the blast that disintegrated part of the doorframe. "But for now, we need to stay behind cover. Vulture isn't willing to get in, but he's not giving up yet. We need to use this time to formulate a plan."

She nodded. "Just like Sir, right?"

"You bet."

He only hoped that he can come up with something soon.

 _"If I don't… we're both dead."_

* * *

Taishiro grimaced as another blast hit his midsection. _"Man, these things hurt! I can feel them through my fat! Just how powerful are these blasts!?"_

When Shocker was finished with his assault, Taishiro grinned. "That all you've got, man?"

Shocker didn't answer. Instead he shifted a bit in order to unleash another barrage of compressed air.

However, Taishiro didn't allow this blast to hit him. Quickly sidestepping the shot, he rushed towards Shocker who leapt back to keep his distance. As he began his descent, the Villain released another attack that nailed Taishiro directly in his chest.

 _"Can't believe I've gotta pretend that this is actually moving me."_ He thought while skidding to a stop only a few feet back. _"But it's better to be safe than sorry."_

Knowing that the Villains had information about their Quirks was bad, but it also gave Taishiro some wriggle room. Shocker had no idea how effective his attacks were on his body. Sure, the first blast had knocked him back a bit, but he was already airborne. So now Shocker had the mistaken belief that he could knock Taishiro around silly.

This also helped to size up the full extent of Shocker's knowledge. _"If he knew about my Quirk's secondary ability, he wouldn't be trying to hit me at all."_

Fat Absorption did, in fact, stop objects that landed in his fat and absorb them. Most Villains weren't smart enough to wonder where all the kinetic energy _went_. By releasing all the kinetic energy stored up in his fat, he could turn his defensive Quirk into an offensive one.

Unfortunately, that also meant he would lose his fat's protection. Any decent fighter could put him down in his weakened state if he missed his shot.

 _"I can't risk it."_ Taishiro grimaced while taking another blast to the side of his face. His skin rippled and he could tell it would swell up in the morning. _"I can tell this guy means business. Probably former yakuza with how he carries himself. Not to mention that I still have no idea what his Quirk is. If he can split apart his body or whip up a force field, it's just as likely that I'll blow it and then I'll really be in trouble."_

And he couldn't afford to be taken out of the game when his allies were in trouble.

He glanced towards Nighteye who was now leaping over a volley of darts spat out by giant angry tiki heads. The guy was doing pretty decently against Mysterio, although the Villain did get a few hits in. _"He won't be in trouble… but for how long?_ _And if Shocker manages to finish me off and goes to assist his boss then it's going to end badly."_

And then there was Snatch, who had formed a barrier around Clash and was holding the Villain at bay.

Despite their battle, Taishiro had been able to catch bits and pieces of the conversation between the two. It was hard not to when Clash was slinging ear-splitting blasts left and right while the two opponents screamed at each other. But one piece of information rang in his mind.

Clash was, in fact, Quirkless.

 _"I know it doesn't matter much, especially with the gear she's packing. But how the hell did a Quirkless girl become a Villain?"_ Taishiro had only heard about Quirkless people from scant news reports about their dwindling numbers. He never gave it much thought besides feeling kind of bad for them. It was probably rough living in a world of superpowers yet having none. It didn't help that there were likely a few jerks who looked down and picked on the Quirkless just to rub in their powerlessness. _"Mysterio probably took advantage of that. Offered the girl the chance to get real power in exchange for working with him. As if I couldn't hate the guy more."_

Still, that didn't excuse her actions. She was taking her anger out on innocent people and that needed to be stopped.

What was worrying was that Snatch was being defensive and cautious. The Hero was never the aggressive type, but neither was he one to sit back and wait for the Villain to do something. _"Which means he's probably in a lot of trouble. Alright, so I'll deal with this guy and then help Snatch."_

Right now, Shocker was lulled into a comfortable routine. He would blast at Taishiro, either hitting or missing him, and jump back if he got too close. The guy knew he was fast, but he had no idea just how fast.

Time to let loose a bit. Taishiro skid to a stop and took the next blast that hit his chest. This time he kept his feet on the ground, refusing to budge an inch while the attack faded and Shocker was processing the change. "My turn!"

Going as fast as he could, Taishiro dashed forward and leapt into the air. The distance was so close that Shocker wouldn't have time to run or steer clear of his girth. Shocker craned his head up and his eyes widened at his rapidly growing form. "You're pretty good, but this fight's mine!"

With that said, Taishiro fell on top of Shocker. He could feel his fat coiling around the Villain and making him sink into his body. Soon only his lower body would be sticking out and the guy would probably try to blast his way out but his fat would hold. The guy would tucker himself out and fall unconscious from a lack of oxygen, after which he would strip him of his gauntlets and cuff him.

But something was wrong.

Taishiro could feel his fat being repelled by something. A barrier of some kind that felt warm through his sweatshirt. _"What's going on!?"_

He was being lifted up and he looked down to see Shocker but with some sort of force field that glittered an inch away from his body. He was holding up Taishiro by his fists as if he were lifting a barbell at the gym. Faintly, he could see something glowing through the left breast portion of the suit.

 _"I-Is this his Quirk!?"_

* * *

 _Shocker!_

 _His Quirk? Miracleshield!_

 _This ability allows the guy to create a semi-transparent shield tough enough to take a point-blank tank shell for five seconds! But if he wants to get that stupidly broken power-up, he's gonna have to take a lot of damage and he can only use it every thirty minutes!_

* * *

"You really should be careful." Shocker said and Taishiro could almost swear he heard amusement in the guy's voice. "Your weight can lead to serious injury if you just land on top of Villains like that."

Not waiting for a reply, the Villain activated his gauntlets and Taishiro flew up several feet from the blast. Shocker leapt back and socked Taishiro in the face while he was still reeling from the last blow.

It was like getting hit with a sledgehammer.

He landed on the ground and Taishiro could swear it cracked underneath him. While he tried to get his bearings, Shocker tore off the suit by the left breast to show an empty heart made of glass-like material that had the number zero emblazoned inside.

"I wanted to face you because we have similar Quirks," he said as the glittering force field faded. "Your Fat Absorption can turn a shield into a sword…"

Shocker stomped on top of Taishiro's right hand. He could hear something like pretzels snapping as the Villain ground his heel into it. Pain seeped into every fiber of his being and he held back a scream.

"While my Miracleshield transforms a sword into a shield."

Taishiro got onto his feet and reached for Shocker, only for the Villain to duck and deliver a savage kick to his left knee. It didn't break, but Taishiro felt the bones groan and creak.

"And, unfortunately, you lack fat around the joints of your limbs."

Taishiro saw something upturn underneath Shocker's mask.

 _"Is the bastard enjoying this?"_

"Now then…" Shocker said as he leapt back, bringing his gauntlets up. "...Let's continue this in earnest. I must wring every last bit of resistance out of you. Show me… Show me the fire that burns within Heroes."

* * *

 _"Ow! Why did ya hit me!?"_

 _"Because you're being a jerk, that's why! You shouldn't pick on people!"_

It shocked Clash how much her mind wandered to her childhood. She had been the dependable kid in her old neighborhood, always standing up to bullies and making friends easily. She was the smartest in her class, the first to learn how to write and speak big words.

 _"Hey, did you get your Quirk yet?"_

 _"Not yet, but it's gonna come out soon! I can't wait!"_

When everyone got their Quirks, she hadn't been worried. After all, she was just lagging a bit behind everyone else. Mama and Papa always said good things come to those who wait, so it meant that whatever Quirk she got would be an amazing one.

She wanted to be able to fly. To soar and fight bad guys alongside her favorite Hero, Endeavor. He always looked so cool when he took down Villains. His righteous flames scorching through their villainy and making the world just a tiny bit safer for them all.

 _"Fujimoto-chan… I'm sorry to tell you this but I'm afraid you will not get a Quirk."_

That day at the doctor's office had been the worst day of her life. She had spent the entire night crying while watching videos of Endeavor while Mama and Papa argued about her. Papa had tried to cheer her up by telling her about old superheroes from the United States who made it without powers like Batman, Hawkeye, Green Arrow, and Black Widow. That with enough training she could still be fighting alongside Endeavor.

 _"Why!? Why would you tell her that!? You know she can't!"_

 _"Please, I was just trying to…"_

 _"It's an impossible dream for her! Don't you get that!?"_

Mama left a couple of months after that. Papa said that she was just confused, that she felt as if her Quirklessness was her fault and wanted to get away.

Clash had been devastated, but she threw herself into her studies. She read big kid and adult books about science, physics, and Hero codes.

 _"Hey, why is she reading all those big books?"_

 _"Didn't you hear? She wants to be a Hero."_

 _"But isn't she Quirkless?"_

 _"Yeah, who is she trying to fool?"_

The bullies in her school picked on her. They threw stuff, called her names, and even wrote stuff on her school shoes. But she didn't let that bother her and didn't let it stand. She had to be strong and defend herself. To show them that a Hero didn't sit back and take it.

Endeavor wouldn't and neither would she.

 _"Fujimoto-chan… why did you hit Sendo-chan over the head with your textbook?"_

 _"Sir, she put tacks in my shoe!"_

 _"Have you ever thought that your reactions may be, in fact, encouraging her behavior? I believe that if you stopped making your wish to enroll at U.A public then this will…"_

 _"But I am going to be a Hero, sir! My grades are excellent and I'm top of the class in P.E!"_

 _"All I'm saying is that perhaps you should see reality, and it's only because of your grades that we're going to let this outburst slide."_

Nobody at school believed she would make it in the Hero course. Not even the teachers who she always impressed.

 _"Fujimoto, I think going to U.A is a great idea! With your grades and the projects you do in science class you're sure to make waves in the Support Department over there!"_

 _"But, Sensei… I'm going to the Hero course."_

 _"Come on, Fujimoto. Let's be real here. You'll do more than enough good in the Support Department. I mean, if you don't want to go to the general education which I'm sure you…"_

 _"But I've been training really hard! I've studied and practiced… Sensei, I can become a Quirkless Hero! I even made a grappling gun and…!"_

 _"Fujimoto, do you know why there's never been a Quirkless Hero? It's because nobody wants one. The physical exams at U.A are geared toward keeping those unexceptional out and you'll find similar ones in other Hero schools. If those with Quirks can only hope and pray to pass them you aren't going to get far."_

 _"Sensei…"_

 _"I'm sorry that I'm being harsh, but it's time that you faced reality."_

She had thought she hit her lowest point then, but it only got worse from there. After Papa's murder, she had felt so empty. She needed someone, anyone, to tell her the right words. To let her know that her hopes and dreams weren't worthless.

She had seen Endeavor leaving a Villain battle, looking annoyed and angry as he walked away from the officers who were cuffing the burnt criminal.

She ran up to him, ignoring the shouts of the police officers. She asked him if someone like her, someone who was Quirkless, could be a Hero. That thanks to studying and working hard, she could fight alongside him.

The Hero that she had admired, the man whose image helped her power through all the bad times and believe in herself when no one else would, simply scowled.

 _"What!? Of course not! The last thing we need is for someone like you to get in our way! Now get out of here before you get yourself hurt, brat."_

That had been the final straw.

She sat in her empty home, looking at her hands as a single thought festered in her mind and anger coursed through her veins.

 _"The universe doesn't give a damn about me."_

Mama didn't leave her because she blamed herself for the Quirklessness. She left because she couldn't stand the sight of her.

The teachers only valued her for her grades but wanted to keep her out of the spotlight. They laughed at her dream, her stupid wish, behind her back and tried to box her into a little hole away from everyone.

Society wanted her to be out of sight and out of mind. It would only be happy if she died because there would be one less Quirkless person, one less freak, in the world.

The Heroes she had admired for years didn't care about her. They only noticed people like her when they got in their way.

She hated everyone then, cursing them and the world that didn't give a damn about her.

She wanted to make them pay.

 _ **"Your skills are amazing… has anyone told you that? But nobody here cares about it. They only care whether or not you were born with power. If you weren't, you are no better than garbage. Am I right?"**_

 _"W-Who are you?"_

 ** _"My name is Mysterio… and I can take you to a world that you were meant to be born in."_**

Mysterio had brought her out of that dark hole. He showed her a path to a world where she belonged. One where she wasn't just an embarrassing minority in a new age, but one of many. One where her intelligence and skills would be appreciated and not sneered at.

But she didn't want to leave just yet. Not before she showed the world just how much damage someone they deemed worthless could do to their oh-so perfect society.

And she would be damned before she let Snatch stop her.

"This isn't going to work!" Clash shouted as she messed with her suit's sound capabilities. Her fingers danced by her sides as she navigated through the settings. First she cut off all sound from her helmet and had it block all outside sonics. Once she was left in peaceful silence, she had her suit focus its microphone solely on the sand made by Snatch.

It came to her in an instant. The scraping of grains of sand made an almost soothing scratch sound multiplied by thousands. It was like a piece of sandpaper polishing a rock but in stereo.

She turned her head and focused on the sound, trying to find some area where it was different.

Snatch's Quirk left his lower body vulnerable to attack. It was the reason why he wasn't one of the top Heroes. He needed to rely on others to transport his lower body to chase criminals or defend it during a fight.

Some part of the sand barrier contained the Hero's legs.

Clash paused when she heard a sound not unlike a rock being dragged against something. A soft tick as the thing being dragged on righted itself as a new noise replaced it.

 _"Found you."_

Activating her sonic boots, she leapt up and spun over the wall of sand. Once she was over the portion of Snatch's barrier that contained his legs, she raised her arms and fired blasts from both her hands.

That would shock Snatch. He would spend a second dealing with the pain and trying to figure out how she knew where his legs were. But she wasn't going to let up. Completing her rotating vault, she landed on her feet and turned around before firing again.

This time, Snatch's lower body smashed through and skid to the center of the circle of speakers. The Hero reformed his body and tried to get up, staring at her in disbelief while scrambling to shield it from another attack.

"Time you saw what a Quirkless Villain can do!" Clash raised her arms and shouted, "Eat this! **MK ULTRA**!"

With that key phrase, the miniature speakers she had thrown earlier all sprung to life. Snatch opened his mouth while covering his ears and turned into sand. The particles rippled as they covered his lower body, obviously his attempt at minimizing the damage to his eardrums.

But she couldn't hear it. She had designed the attack to be completely contained in a dome barrier seven feet high, trapping the sounds within and affecting only the one unlucky enough to have fallen for her trap.

However, ear-splitting sounds were only the first verse.

Slowly, large dents formed in the sand. More began to punch into it, growing in size and frequency until it looked like the sand pile was being pounded by a massive hammer from every direction.

Separate high-pressure sound blasts would accompany the noise, making the attack twofold. MK Ultra would utterly wreck the mind and body of anyone inside.

She had speculated that the attack had an eighty-five percent success rate.

But only theoretically. This was the first time she had brought it to the field.

Clash watched as blood began to seep through the sand. _"His legs. They are being crushed underneath."_ Portions of the sand began to resemble body parts. An arm that tried to reach for one of the speakers snapped and twisted before it returned to a sand pillar. An eye peeked out before being popped like a grape, the sand hungrily devouring the liquid.

 _"Oh god…"_

She knew that the process would be painful. She designed it to be such. But this… seeing this firsthand…

 _"I-I think I'm going to be sick…"_

The sand turned into dark sludge as the blood soaked into every grain.

 _"He's dead! He has to be!"_

Her sonic attacks that scrambled the brain were so clean. They barely felt a thing after a second of pain, and aside from the blood it almost looked like they were sleeping.

 _"B-But I had to! I had to make this to make sure he's dead! His Quirk wouldn't allow me to kill him with conventional methods!"_

Her muted helmet microphone made her wonder if Snatch had screamed.

She shut off the speakers and returned her receivers to normal, watching as the pile seemed to spread and sag.

Whatever this pile of bloodied sand was… it was no longer the Hero known as Snatch.

She wanted to throw up. She looked away and staggered as she turned. She couldn't look anymore.

 _"But he was a Hero! Just a guy who gets paid to look good and beat up Villains! He wouldn't care if that had been me. Probably would say I got what I deserved."_

But that thought didn't make her feel better.

She needed to distract herself. She needed to fight someone, anyone, and speed up the mission.

 _"Yeah, make this go faster. We'll have made our point and the world will see how Heroes aren't the invincible symbols they think them as!"_

Nodding to herself, she looked to see that Shocker was knocking Fat Gum back with a blast directly to the face. The BMI Hero look like crap. His fingers were broken and pieces of his sweater torn to reveal bruised flesh. He was taking it all while trying desperately to get at Shocker who looked none the worse for wear.

 _"That'll do."_ Her sonic-blast boots hummed out their beat and launched her between Shocker and Fat Gum. She skidded to a stop with her back to her fellow Enforcer. "Go and help the idiot, Shocker! I'll handle things from here!"

Shocker paused for a moment before casually asking, "Am I to assume you're worried about Vulture?"

"He's taking too long. Knowing him, he's probably about to get his butt kicked thanks to that stupid gangbanger pride of his."

"As you wish."

"Hey, you can't…!" Fat Gum was silenced by two sonic blasts hitting him, making the Hero instantly cover his ears as his skin rippled. While he was distracted, Shocker ran through the hole Vulture had made.

He was free and she had Fat Gum all to herself.

The Hero released his ears and glanced at what was formerly Snatch. His eyes widened before he turned his fiery glare at her. "You're going down for that."

"I won't because you're going to die here, Hero."

She would follow through with that promise. For her and Rei's sake, for them to escape this uncaring universe and go to one where they could be happy.

Clash was the Mistress of Sound, and she would prove it here and now.

* * *

 _"Higawara…"_

Taishiro hadn't known Sajin Higawara well. They had partnered up a few times, but their conversations were short. He didn't really like how serious the guy was. In his eyes, Higawara needed to chill and loosen up a little.

But that didn't mean he felt nothing seeing his body.

"If we're making proclamations, then I've got one to get off my chest." He placed a hand over his chest and shouted, "It was my fault that Sajin Higawara died! I wanted to play it safe and bide my time while he was fighting for his life! It's because of me that he fell when I should've gotten my stupid fight over with to help him against you!"

Clash seemed to sneer. "Yeah, I bet you're really broken up! But it's not because he's dead, but because he was too weak and it's going to look bad on your record!"

"That's not it!" Steam came out of his pores, the process of transforming the energy absorbed by his fat into a single punch beginning. "I'm a Hero, someone who's devoted their life to helping others! It doesn't matter if they're weak or strong, a government official or a civilian, Hero or Villain!" The steam began to obscure his form but he kept his voice loud and clear. "We give it our all to help others, even if it means we've gotta put our lives on the line!"

Sweat continued to pour out and evaporate evaporate on his white-hot skin, which contracted and smoothed out. The transformation was always weird, painful on some level but it also felt wrong. It was like he was inhabiting another body that was like his yet not. For years he had been secure with his regular fat self and then he discovered the second power of his Quirk.

He wasn't ashamed of it, in fact he thought it was kinda kickass, but it still felt as if he was some kind of alien mind inhabiting another person.

The steam began to clear in front of him and Clash's electronic eyes seemed to widen as she observed him. She was probably thinking something along the lines of, _"How!? This wasn't in the reports! What the heck is he doing!?"_

All the Villains he used this on thought that and some unconscious level they knew this was his ace in the hole.

"I don't know your full story. Maybe you're right to be angry. I bet it was tough growing up Quirkless." Taishiro clenched his fist and let the power burn within him. "I'm going to give you one chance to surrender. It's more than you gave my comrade."

"Even after I killed him?"

He noticed the tremble of confusion in her voice. He wasn't acting the way she expected and it was throwing off her self-righteous rage.

"I'm a Hero. Not some kind of rage-filled thug. But it's just one chance." He waited for a second, watched Clash as her body trembled with indecision. He let the power focus in his fist in preparation for the answer.

Slowly, Clash shook her head and raised her hands. "There's no turning back. This… This is my decision!"

"Fine!" Taishiro shot forward, knowing that Clash was probably just comprehending that he'd closed the distance between them in a split-second. He swung with everything he had.

The blow will probably really mess her up, but he couldn't stop now. Shocker's attacks had really done a number on him, and with Snatch dead and the others' fate up in the air he couldn't afford to play nice anymore.

If she died, he would have to live with that. But he would take responsibility for it no matter the reasons.

"F-Full power!" Clash raised her left hand to the path of his fist while her right went for his midsection. "Sonic hand cannons!"

Their attacks met.

A shockwave of sound hit his punch and dug into his body. He could feel his skin tearing as a thunderclap punched through him. Muscles were ripped apart, bones were crushed , and organs were being smashed into a pulp. He could see his fist being turned to paste as the unstoppable force met an immovable object, neither backing down from mutual destruction.

Clash's arm wasn't doing any better. He saw it being thrown back and the forearm break halfway up. She screamed, but it was drowned by the sound of her speakers.

It lasted for a second.

They were thrown to opposite sides of the warehouse and smashed into the walls. They buckled and cracked, both of them groaning in pain as they landed onto the floor.

"D-Damn it…!" Taishiro tried to get up but his legs and arms felt like jelly. He let out a cough full of blood stain the ground. _"B-Breathing's hard… damn. I think she punctured a lung…!"_

This was so unbelievable he didn't know whether to laugh or cry. His worst fear about his ultimate attack had come true.

By some fluke, Clash had managed to take advantage of his weakness.

Now here he was, dying on the floor while Sir Nighteye, Bubble Girl, and Centipeder were fighting for their lives. Tamaki was outside and god knew what the kid was doing.

He remembered Tamaki on his first day. So nervous and prone to just putting himself down. But Taishiro saw his potential and watched him grow. He was still a downer, but he took hold of that powerful fire in his heart.

He heard something stumble forward. Bringing up his head, Taishiro watched as Clash walked towards him, her right arm clutching her left shoulder.

"Y-You're one tough kid." Taishiro wheezed out a laugh before coughing some more.

"Had to." Clash said while putting her right hand on the utility bubble on her hip. What came out looked like a speaker. "When I was younger, I promised myself that I would be like Endeavor. Tough and ready to take on anything." She pointed it at him. "N-Now I know that's the only good thing he taught me."

 _"So she wanted to be a Hero, huh? Well isn't that ironic."_

Taking in one last painful breath, Taishiro gave his final bit of advice as a Hero.

"It's never too late to do the right thing."

He closed his eyes and waited.

It didn't hurt as much as he thought it would.

* * *

 _"Six… seven… eight… nine…"_

Juzo sucked in a sharp breath as a marble bullet made a small portion of the wall explode just an inch in front of his face.

"Stop hiding you fucking cowards! I know you're still there!" Vulture's angry shouts echoed from outside. "You're just lucky Bubble Bitch screwed up my mask, otherwise you would've been corpses by now!"

Looking to his right, he saw Bubble Girl hiding behind the door frame of another apartment. He held up both of his hands and raised all ten of his fingers.

 _"Ten seconds for rifle shots. That gives us enough time to do something."_

They had been keeping low and behind cover, only moving in between shots while counting down the seconds for him to fire another one. It was a dangerous game of cat and mouse, one they survived through sheer luck and the knowledge that staying still was equally suicidal.

Vulture's bullets came too close for comfort most of the time to be purely coincidenc _e. "Those goggles of his probably provided him with thermal vision. Thank god for Bubble Girl's hook."_

Still, sooner or later the Villain would get lucky and hit them again. Once one of them made a sound, it would be all over.

Juzo lowered himself and crawled to the edge of the doorway of an apartment that Vulture was floating outside of. It had a long hallway that led to the kitchen and living area. But down past both rooms was a window. It was shattered by the marbles Vulture fired through it. The Villain was busy placing another into his shoulder just outside.

Juzo had put together that it took longer for Vulture to take in air if he wanted something with more firepower. A 'gun' with the stopping power of a Glock took half the time that his new rifle-arm did, a trade-off that fit such a deadly Quirk.

But from the various peeks he made at the Vllain, it was obvious his body had taken some of his muscle to compensate for the more complex firearm form. Everything besides the right arm looked more frail. They would break with a sufficiently hard punch was made to the ribs.

 _"Which means that I'll only have one chance to end this."_

Bubble Girl couldn't cover the distance without getting shot, nor did she have the Quick that would allow her to keep a tether to the building itself. Should Vulture try to turn tail once he got a hold of him, he could keep one of his centipede arms attached to the wall while he beat the living crap out of the Villain.

It was all on him to get them out of here.

He motioned to Bubble Girl, who nodded and slid over a can of hairspray. Taking it and opening the cap, Juzo fished out a lighter from his jacket pocket. He liked lighting scented candles in the office so he made a habit of having one on him.

 _"Don't try this at home kids."_ He thought to himself as he lit the lighter and sprayed the bottle. Once a flame came out, he threw both down the hall and turned his head away as Vulture's bullet hit the can, causing the entire thing to explode in a burst of flame and metal. _"Now!"_

Getting onto his feet, he ran faster than he ever had in his life. His eyes watered as he dashed through the smoke and foul-smelling odor. Crossing through the hallway and entering the kitchen and living area took five seconds. He raised his left arm, his centipede limb already coming out and gripping at the ruined window frame.

Juzo clenched his right hand into a fist. From how stiff Vulture's body was, the man had been caught completely by surprise. He wondered if Vulture was already envisioning the beating he was about to receive made all the worse to his weakened body.

 _"I've got you now you son of a bi-!"_

The wall to his left exploded and two huge hands gripped his face.

Juzo screamed, allowing debris and plaster enter his lungs as he was dragged to the marble island in the kitchen. _"What!? What!?"_ He looked up with his left eye that was able to see through the gap of two meaty fingers the visage of Shocker. _"How did he!?"_

"That's not right." Shocker turned his head and placed his hands on both sides, Shocker was now leaning forward, his face over Juzo's as he whispered, "Look into my eyes."

Then the pressure began to build.

It was like someone had plugged an air compressor into his head. The pressure was pushing everything in his skull to the sides, top, and back..

"I want to see it."

Juzo felt his carapace began to crack. _"He's going to crush my head!"_ The pain was unbearable. He screamed and flailed, had his centipede limbs try to tear at his back.

"You came so close, only to have victory ripped from you in your final moments."

 _"He's breathing hard. It's like he's… he's…"_

"Show me that flame, Hero. Show it to me…"

Juzo was scared. He wanted to live, to beat the Villains and become a Hero. To finally start his own agency and maybe get enough time to find someone he could spend the rest of his life with.

 _"I don't want to die!"_

Then wish a savage squeeze, Shocker crushed Juzo Moashi's head in a shower of carapace, blood, and brain matter.

"...as I snuff that flame out."

* * *

 _"No…"_ Mirai tried to keep himself calm. He couldn't allow his emotions to overtake him. Throughout his career, he made it a point that letting personal feelings get in the way of his duties would lead to disaster.

And yet here he was. His teeth were grinding against one-another, bare for all to see while he stared at Fat Gum's corpse. His murderer sank to her knees, clutching her broken arm.

 _"This… all this…"_ He turned his attention back to Mysterio who now had an insufferably amused smirk on his face. _"This is all on me. I did this! This was my plan! They trusted me and I lead them to their deaths!"_

For years he had done everything he could to prevent death and destruction. Using the power of Foresight and the lessons he learned under All Might, he had saved countless lives. All his plans were meticulous and left no room for error. They had to be to minimize casualties and put the Villains in prison.

Every step he took was to make the world one where everyone could smile.

It was the reason why he had badgered his mentor to take Mirio as his successor. His future led to nothing but the oblivion of death, so by taking on someone worthy, All Might could avoid it.

And yet here he was. His plan ruined and manipulated by the Villain he knew little to nothing about. Three Heroes were now dead, his and Fat Gum's sidekicks were in danger, and they have achieved nothing from it.

Mysterio burst out laughing, his hands clapping together in mocking gratitude. _**"Bravo, Sir Nighteye! Bravo! You managed to survive this long! Truly, you deserved to be the former sidekick of the Symbol of Peace! But alas, it is time for us to finish this."**_

"I agree." Mirai hissed as he closed the distance between them, three stamps between his right hand's fingers. He reached out to grab the Villain only for him to disappear in a puff of smoke. He focused on the air for signs of movement. When he saw the smoke in the corner of his left eye shift, he twirled his stamps in his hand while turned around and backhanded the Villain in the shoulder.

Using his stamps as if they were brass knuckles, the area of impact crumpled like paper and sparks flew, revealing it was just another robot. Scowling, he continued his turn and kicked the robot at the waist. The top and lower half separated in a shower of sparks and metal. "I see you're still relying on your robots."

That worried him. Everything that he and several criminal psychologists could gather about Mysterio was that he was a textbook narcissist. A man utterly obsessed with own vanity and void of empathy. That, combined with the sadism as displayed with the man dressed as Spider-Man, made Mirai sure that the man was nearby.

Yet all he faced were robot doubles. Not a single one of them were real, yet they moved with the grace and efficiency of a real human. _"If I could just use Foresight on him, I could put an end to this."_

But he could also see something he didn't want. He could see his death and any positive outcome could be just another pre-planned illusion.

 _ **"Ah, so simple minded. Truly, I pity this age of rationality."**_

The smoke to his right cleared to reveal Mysterio. On instinct, Mirai punched at the man's chest only to wince as his fist went through drywall. Bringing it back and ignoring the cuts of pink fiberglass, he looked around to see he was now in some kind of hallway. It resembled a western hotel with a gaudy red, black, and orange honeycomb design on the carpet.

 _ **"Mysterio is no charlatan playing parlor tricks."**_

Mirai looked up to see Mysterio standing in front of twin red relevator doors. The doors opened and eight Mysterios poured out of the open elevators and lunged at him.

Throwing his high-density seals destroyed three of them, exiting their torsos like bullets. When two got close, he ducked its punch before grabbing the arm and forcing the robot to punch through another copy. Catching another's kick, he used the force of the blow to throw the robot into the two unwilling 'boxers' and destroyed all of them. He winced as the fourth one kicked him in the back but he recovered and swept it off his feet.

Destroying its chest with an axe-kick, Mirai turned to the final robot only to see it grow. It got bigger as its body crashed through the ceiling, towering in an inexplicably snowing sky while he instinctively covered his face from debris that didn't exist.

 _ **"Mysterio is a force unlike anything you or your Heroes have seen on this Earth! A true master over the mind and senses, a being that holds reality in the palm of his hand!"**_

On cue, the giant leaned down while bringing its massive hand up. It descended rapidly, not slowing despite its size. It might as well have been him swinging his arm to swat a fly.

 _"This isn't real. That's what my mind is telling me, but my body is demanding I move!"_

 _ **"Mysterio is reality!"** _The giant Mysterio bellowed as Mirai listened to his body's instincts for the first time in and jumped back. He could feel the rush of air and the sound of the cracking floor. _**"Mysterio is truth!"**_

The giant grinned savagely at Mirai. _**"And you, Hero, have no place in…!"**_

"HAHAHAHA!"

A hearty laugh rang out, stopping Mysterio's ranting and causing Mirai's heart to soar.

He knew that voice well.

"Fear not, Sir Nighteye!"

 _ **"No, not now!"**_ Mirai heard a crash and the illusion began to dissipate. First distorting like video on a bad signal and then dispersing in smoke.

Kneeling before him with Mysterio underneath was his former mentor, his Hero, and the Symbol of Peace.

All Might was here, dressed in his old Silver Age costume and a wide grin on his face. "FOR I AM HERE!"

"Toshi… All Might!" Mirai gasped, rushing towards the man he admired yet barely spoke to. "You… you came! But, aren't you supposed to be in…?"

"Ah, I was on my coffee break when I received the news from the police band! I'm only sorry I came so late."

Mirai felt the guilt and sadness again. The three men he had led to a death trap were still dead. All Might's presence wouldn't bring them back. "Yes, but… I…" He drew closer to the Symbol of Peace, now standing five feet away.

There was so much he wanted to say. He wanted to apologize for failing so spectacularly, to take full responsibility for the casualties, and to ask if they could just talk for a bit after the debriefing. They rescue Bubble Girl and Centipeder, talking all the while about how Foresight had failed him.

How fate seemed to be getting muddier with each passing day.

Instead, he noticed something about All Might's face.

 _"That grin…"_ It was two centimeters off from the smiles All Might gave while coming in to save the day. One might consider this a minor detail, but Mirai had studied everything about All Might and knew such a smile wasn't proper for the situation. _"But what is it from?"_

All Might put his right hand on Mirai's shoulder. "No need to say anything, my friend. In fact, it's I who should be doing the talking! Starting with thanking you!"

It hit him.

 _"That smile's from All Might accepting the key to Musutafu after rescuing…!"_

His abdomen was on fire.

Mirai looked down and saw All Might's left hand holding a dagger and stabbing through it. His white suit jacket was stained red with blood as the knife dug in deeper.

"Thanking you…" All Might's chipper tone shifted and morphed, turning into something terrible and recognizable. _ **"...for making this so easy!"**_

Mirai refused to show any weakness on his face, instead glaring daggers at the mockery in front of him. "Take off his face. You don't deserve to wear it!"

The illusion of All Might shrugged and dispersed in a haze of green smoke. Mysterio was in his place, still kneeling but pushing the knife further until Mirai was on his knees too.

 _ **"Now do you see, Sir Nighteye? You are nothing compared to me. The Master of Illusion controls all and takes what he is owed, be it riches or lives,"** _Mysterio gloated, savage glee dripping from every syllable. _**"You have lost, Hero. But do not fret. Your death will be memorable, for it shall be Mysterio's declaration of war against all his enemies!"**_

The pain was unbearable. Whatever the knife was made of, it had stuck through him like a pig. The growing burning sensation from within probably meant the Villain had just cut through his intestines. He could get medical treatment if he escaped and kept the knife in, but that possibility was looking increasingly unlikely. _"But if I'm going to die..."_

Mirai grasped Mysterio's arm, knowing that this was in fact the real one, and pulled him closer. At the same time, Mirai shot out his left hand and thrust it through the Villain's projected head. He felt something cool and gas-like within the collar.

 _"What!? This is a robot too!?"_

His and Mysterio's eyes met.

Then… the impossible happened.

* * *

 _It felt as if his spirit had been flung out of his body._

 _Normally, Foresight gave Mirai a view of a person's future from a third-person point of view. It was like watching a movie reel frame by frame, without context, sound or motion._

 _But this time was different._

 _He first saw a bird's eye view of the city before the mental camera of Foresight panned out to show the Earth and then the universe._

 _"W-What…!?"_

 _The universe then turned into a pinprick, and he saw something both wonderful and terrifying._

 _It was like a snowflake, glittering into the abyss with colors both natural and unlike anything seen on Earth. It had fifty-two points that shone brightly in nonexistent light, beams of crystal seemed to pulse with what Mirai could only comprehend as blood._

 _"Blood. There's blood in the… in the…"_

 _Mirai could understand it but it was still hard to accept._

 _It was a multiverse. His world amongst fifty-two others, pulsing into one another while rotating around the center world. On the limits of his vision he could see the edges of this wonderful, terrible snowflake._

 _The realms of mythology and places that he could barely comprehend. Heaven, Hell, a land of dreams, a realm of gods that seemed new, a ring of lightning that red figures raced through, and a wall of bound giants screaming in silent rage._

 _But there was a hole in that wall with a tendril of purple light extending towards the point of the snowflake that was Mirai's world._

 _Mirai screamed as he was hurled through it, but Foresight would not allow him to be heard. He was now racing into another snowflake of worlds linked to countless others like them by moonbeam roads patterned into an intricate web. In the distance of existence was a glittering city where eternal champions laid down to rest and afterlives that included a green door pulsing in anger. Slowly, as he drew closer to the point the purple tendril was connected to, he saw Earth again; but now the camera was falling on New York City._

 _"But the buildings, the buildings are wrong. The tower with an 'A' on it… it can't possibly be…!"_

 _The camera went into a warehouse and now it was focusing on a thin, bald, and gaunt figure standing in front of a plume of purple energy dressed in the comic Mysterio's costume._

 _"No… no it's his! It's his!"_

 _Images came in flashes, almost too fast to comprehend. Mysterio, Quentin Beck, staring at a monitor that showed Mirai's broken and smoking body atop a car._

 _"Stop it…"_

 _A hulking purple-black humanoid beating down All Might…_

 _"Stop it…!"_

 _All Might holding Quentin Beck's avatar as All For One crept up behind him. The archnemesis of One For All's torch bearers transforming his arm into an ivory spike…_

 _"STOP IT!"_

 _Then he saw one final picture._

 _A young boy dressed in a costume similar to Spider-Man, standing above a cowering Quentin Beck in this universe. The boy's face was bloodied and bruised. His costume was in tatters, his body riddled with wounds. The shattered lenses of his mask revealed green eyes filled with righteous fury. He snatched Beck's real body by the collar and held him aloft, the Villain's eyes full of fear._

 _This was the great Mysterio's future, and it was at this moment that Foresight decided he had seen enough._

* * *

Mirai gasped as he fell back to the ground. The knife was still in him and didn't budge as he made impact. His eyes felt like they were on fire with his vision fading in and out. _"Did that really happen?"_

It had to. Foresight was never wrong and he was a logical man. So no matter how insane and ludicrous some of the things he saw were, they were real and could not be denied.

Mysterio also seemed to be shaken from the experience. Confusion marred the projection of his face with a hand going into his collar. _**"What… just what did you do!? What the hell was that!?"** _He got up and placed a foot on Mirai's chest.

He tried not to wince as he felt his ribs groan in protest.

 _ **"Answer me!"**_

"D-D…"

Mirai didn't intend to cave in. He had seen everything for a brief moment and knew what was to come.

There was no questioning it. He was going to die here.

 _"Strange. I feel oddly calm about it."_

One of his greatest fears about Foresight was seeing not just the death of his comrades, but his own. It was terrifying on an existential level. Could he cope with knowing his own fate? Seeing All Might's lack of a future had shaken him to his core, and that was merely from seeing the fate of a man he had admired.

In a strange way, seeing his own body had been therapeutic. He felt no fear in the face of his impending doom.

Not when he knew that victory was certain.

"Don't you want to know…" Mirai hissed out in pain. "...what I saw in your future, Quentin Beck?"

Mysterio stopped his pressing, his eyes widening in shock. _**"What? But he… he said that you couldn't use your Quirk on me!"**_ The confusion transformed into hunger. Mirai was almost sickened by the greed he witnessed from this man. Only now it was mixed with the slightest bit of apprehension. _ **"What? What is it? Spit it out!"**_

This sad, cruel old man had murdered so many people… sent them off to be butchered and inflicted unspeakable pain on his fellow man for nothing more than attention. So many Heroes were dead because of his machinations.

So it was with great satisfaction that Mirai told him.

"You will fail," he spat, his lips curling into a contemptuous grin. "A boy… a Spider-Man, will beat you in your very home. I saw him standing over your defeated body, the feeble cancer-ridden one you've tried so hard to hide from us." He let out a hollow chuckle. "You won't even be beaten by the Symbol of Peace, Beck. You'll just be defeated by your hated enemy once again, and it won't even be Peter Parker this time."

For a moment, the self-proclaimed Master of Illusion was a living statue. His jaw fell, his lips quivered, trying in vain to articulate a retort or denial.

It was as if the words spoken had struck Quentin Beck from across dimensions.

Mysterio's body trembled and his hands clenched into fists.

 _ **"...No."**_

It was almost spoken in a whisper, but it contained so many emotions. Disbelief, shock, anger, and fear.

 _ **"NO!"**_

Mysterio screamed as he grabbed Mirai by the collar and began punching him.

 _ **"HE WON'T! LIAR! YOU'RE A LIAR!"**_

Mirai felt his jaw splinter and teeth rattle after two punches.

 _ **"HE'LL NEVER BEAT ME AGAIN! DO YOU HEAR ME!? NEVER! MYSTERIO WILL BE VICTORIOUS! I AM NOT. GOING. TO BE BEATEN. AGAIN!"**_

Mirai felt something break and his vision in his right eye turned red.

 ** _"YOU GODDAMN LIAR! I'LL KILL THAT KID! I'LL KILL HIM, PARKER, AND THAT PRECIOUS ALL MIGHT OF YOURS! I'LL KILL THEM ALL!"_**

 _"Toshinori… I'm sorry. I don't think we'll get the chance to make up."_

He could barely hear Mysterio's rantings anymore. His vision was turning black as his face caved in.

 _"I guess I won't get to see the world full of smiles you talked about. The one you and Mirio would build together."_

The girl, Clash, would stop Mysterio from ramming his fist through his head. The Villain wanted to make things more theatrical and torture Mirai one final time.

 _"And Mirio… I'm sorry I won't be able to teach you anymore. I only hope that you won't blame yourself for this. I hope you keep smiling, because the Symbol of Peace must always smile no matter what hardship he faces."_

He saw Mysterio rear back his fist as Clash staggered to him from behind, her hand raised to shake the Villain out of his madness. The face seemed more beast than man.

 _"All I know is that you will become a great Hero… and bring smiles to all in spite of the darkness to come."_

The fist raced towards him.

 _"As for the Spider-Man I saw… I can only wish you luck. You will honor that costume and become an amazing Hero._ That _is a future that should never be changed."_

Mirai closed his eyes and calmly accepted his fate.

 _"Both of you… Go beyond."_

* * *

Kaoruko Awata had never kept so still in her life.

As soon as she saw the giant hands of that Villain burst through the drywall and grab Centipeder's, Juzo's, head, she dove into the open room ahead of her and scooted to the left corner. She had forced herself to breathe only through her nose, using her hands to cover her mouth and prevent any potential sobs that could come.

She didn't even let out a moan as she heard Juzo's head being crushed in a sickening sound that was like a hammer smashing a watermelon on the beach.

 _"I-I have to keep quiet. I can't let them know I'm here!"_ Tears rolled down her cheeks. _"Coward, I'm a coward. I should be out there to avenge Juzo but I'm here hiding like a coward. But if I go out I'm dead and I don't want to die."_

"Hey! What the hell was that!?" She heard the sound of Vulture's wings grow louder. He was now by a window and talking to the Villain that had killed Juzo. "This was my fight, damn it! Why the hell are you here!?"

"Clash told me to assist you." Shocker spoke calmly as he dropped something onto the floor with the care one would give to a sack of potatoes. "She stated that you might have trouble due to your overconfidence."

"Tch! She doesn't know what the hell she's talking about. I'm trying to put my life on the line for our gang! Doing this shit is like spitting in my face!"

"If I had not assisted you the Heroes would have taken advantage of your vulnerability."

"Then let 'em! A real man doesn't run away just because he might get a black eye, and when he gets it for his gang…"

"The matter of your pride is irrelevant. Your main focus should be the mission."

 _"They're arguing. They're arguing about Juzo like he's a point in a video game!"_ No, no she couldn't shake. She couldn't make any noise or else they'll find her. _"Let them. Let them find me. I'll make them pay. I'll knock their goddamn teeth in!"_

 _ **"Shocker and Vulture, come in."**_

Kaoruko felt her body go numb at the sound of Mysterio's voice.

 _"No… Oh no, Sir…!"_

"I am here with Vulture. We have neutralized one of Sir Nighteye's sidekicks but the other one is…" Shocker's report was interrupted by Mysterio's angry scoff.

 _ **"Forget about the small fry. The big fish have been dealt with and that's all that matters. Come back to the warehouse so we can begin preparations for the show."**_

Kaoruko didn't know what to think. Her mind was a hazy blur swimming with thoughts.

Sir Nighteye hadn't been the kindest of bosses. He was serious all the time, never stopped for small talk, and had a bizarre contradictory standard for his sidekicks to be both professional and funny at all times.

There were times when Kaoruko hated him, like when he strapped her down to be tickled whenever she wasn't funny enough.

But Sir Nighteye was a Hero all the same, one that corrected her when needed and praised her when it was earned. He had taught her a lot in the years she worked under him. He and Juzo never gave her a reason to leave the office and together they had helped to save so many lives.

And now they were gone. They, along with Fat Gum, Rock Lock, and Snatch were all dead while she was alive.

"Man, is he serious?" She heard Vulture ask while more tears streamed down her cheeks.

"It is his order, so go back to the warehouse. I will meet you there." Kaoruko held her breath as Vulture's turbines faded into the distance. She felt the ground shake as Shocker took lumbering steps down the hallway as he headed to the stairs.

But when he was close to where she was, he stopped.

 _"Please, please just go…!"_

A droplets of sweat formed on her skin as the seconds passed.

 _"He knows. He knows I'm here!"_

Was he standing there just to torture her? To make her squirm before he closed in for the kill?

The wall to her right exploded as a massive fist crashed through it. She didn't scream, as dust and plaster exploded in the air as Shocker's fist drew back.

 _"If I had been there, I would've died."_

Kaoruko briefly wondered whether she would've felt it or not.

She heard Shocker hum to himself before continuing with his walk and descending down the stairs.

She waited a full ten minutes before she could begin to cry, and that was how the police reinforcements would find her half an hour later.

A broken, shivering, and weeping wreck that could hardly be called a sidekick, let alone a Hero.

* * *

Tamaki took in greedy gulps of air as he tossed aside the last Villain with his crab claw of a left hand.

 _"I-I did it. I can't believe I'm still alive…"_ He had been fighting for what felt like hours, using every facet of his Quirk and skills to keep alive during the brawl. The police were taken down by the Villains and Tamaki had found himself alone against a small army of enemies. Far more than what he had ever been comfortable in dealing with.

 _"I should have died. I was so scared and I should've frozen up in fear, but… but Mirio and Nejire wouldn't have given up. I had to keep fighting like they would've."_

Tamaki hissed and transformed his hands back to human ones. His right hand went to his left shoulder, putting pressure on the gunshot wound he received. But even he knew it was like pissing in the wind. His body had several deep grazes and his thigh had a similar gunshot wound.

 _"Guess I should've expected the Villains to pick up the guns that the officers dropped."_

He needed to call Fat Gum and report all this. Then he would be able to get proper medical care before he passed out. Right now he was only running on adrenaline and who knew how long that would last.

"S-S…" Tamaki looked at one of the Villains, a nasty-looking guy dressed in a ratty t-shirt and jeans with a large scar running from his right temple to the corner of his lips. "Suneater…"

"How…" He licked his lips, tasting the copper of his own blood from the cut he had received sometime during the fight. "How do you know my name?"

He was just a sidekick. He wasn't important enough to remember, at least not yet.

"Why… why did you attack us…?"

Tamaki blinked. "Why did I…?" Why the hell was this Villain asking that? They were the ones that attacked him!

He heard the sound of clapping and turned to his right to see the Villain known as Mysterio.

He was sitting cross-legged on green smoke in the middle of what was one the police barricade, an amused smirk on his lips as he applauded the scene in front of him. _**"Well done, Suneater! Like a true Hero, you managed to stand your ground until the bitter end! And for a noble cause, I might add!"** _The Villain chuckled. _ **"That being our uninterrupted performance."**_

"What…?" Then, as if he had said the magic word, green smoke rose from the bodies of the Villains accompanied by green beams of light tracing their forms.

And as the green smoke swirled and disappears into the air, Tamaki saw that the bodies laying beaten and bloodied on the ground were the police officers he was assisting.

 _"How… did he… how could he have disguised them!?"_ His mind was racing and he could barely breathe. He had been fighting the cops this whole time!? _"No… no that can't be right! I was trying to protect the police! I had been fighting Villains and keeping them away from the injured officers!"_

He looked at the unconscious officers besides these broken bodies only to find them gone.

"They were part of the illusion too?" Tamaki whispered and he looked to Mysterio. In the air behind the Villain were three drones with cameras and blinking red lights next to the lenses. He could see the green lasers coming from the small box on top of them and knew they were the source of the illusion. As they switched off, he could see that the damaged buildings were still intact and the manhole cover was still where it should've been.

Holograms and projections in drug-laced smoke.

He had been tricked.

Mysterio was now on his feet and he bowed mockingly. _**"My thanks on behalf of the League of Villains."**_

Then, his form flickered and disappeared. The drones flew into the air and out of Tamaki's range.

He was too stunned, his mind trying to process everything. _"I… I hurt the police. Mysterio tricked me into fighting against my own allies! And… he was thanking me? But that means…!"_

Despite the pain and the confusion swimming in his head, Tamaki ran to the warehouse. Panic had his heart in a vice-like grip as he drew closer to the doo _r. "No, no it can't be! This has to be a mistake! Fat Gum and Sir Nighteye are fine! I know they are!"_

He tried to think of Mirio. His friend always knew what to say when they were in trouble, only to come up with nothing.

He was truly alone.

Tamaki flung open the door…

...And when he saw the pile of sand and guts, Rock Lock lying in a pool of his own blood, and Fat Gum motionless with splintered bones protruding from his arm…

Tamaki Amajiki began to scream.

* * *

Izuku groaned as he trudged out of U.A's front gate with Yaoyorozu next to him. "What a day…"

Having to deal with the panic earlier was not how he envisioned his first day as deputy class rep. Though he had to admit, being praised by his friends and the rest of the class was great.

Well, everyone save for Kacchan.

 _"Though he did grunt when everyone was cheering, so I guess that means he thought I did a good job."_

"At least our duties aren't that big at the moment." Yaoyorozu mentioned with a small smile. "So far there are no scheduled trips and everyone is neat."

"Yeah, I guess." Cleaning homeroom after school didn't take long with Yaoyorozu there. "It was nice, but I could do without having to calm everyone down in a situation like that."

"We won't have to do it in the school, at least." Yaoyorozu held a finger up. "A Hero's duty is to help keep the peace in times of crisis. People will panic when there's a Villain attack or a natural disaster, so we should see this as practice for crowd control."

Izuku chuckled. "Well, you definitely have the Quirk to get everyone's attention, Yaoyorozu-san."

She had been so cool during the crisis by managing to quickly come up with a plan in a high-stress situation that used both their powers. Izuku couldn't help but be a bit jealous of her quick thinking. While he had screwed things up with Kacchan and had been practically useless in the panic, Yaoyorozu managed to keep her calm and use her wits to devise a plan and knew exactly what to say.

 _"We made the right choice in picking her as class rep."_

"Yo, Midoriya!"

Izuku turned to see Jirou, Sero, and Uraraka waving at them by the demolished gate. There were a few robots and officers hanging around studying the damage behind a fence of police tape. The reporters were gone, possibly due to their bosses screaming at them from the stern warning the police gave regarding trespassing private government property. Passerby occasionally gave the ruined gates a glance, but otherwise treated it as if it were part of the scenery.

Helps that all the excitement passed by hours ago.

"H-Hey guys…" Izuku laughed as the three drew closer. "You didn't have to wait for me."

"Come on, it's no big deal. Not like we had anything else to do!" Sero patted him on the back. "Dude, the way you and Yaoyorozu handled things really made you popular! I had like ten different guys walk up to me and ask if you two were really my class reps!"

"We had to remind them you're the deputy." Jirou supplied while glancing at Yaoyorozu. "Not that it was difficult to convince them. Out of the two, Yaoyorozu looks more like someone who could take charge."

"It was so cool though!" Uraraka seemed to be hopping from foot to foot, utterly giddy with excitement. "Yaoyorozu-chan's speech was so confident and it looked like you were ready to command everyone to march downstairs like some military commander! Honestly, you would make a pretty good politician."

"God, I hope not," Jirou scoffed. "As a Hero, she actually has a chance to get things done."

Yaoyorozu's cheeks turned red. "I-It was no trouble. It was thanks to Midoriya-san for helping me get up."

"Yeah, Mineta wouldn't stop talking about that. Kept crying about how he missed the chance of a lifetime." Sero seemed to be holding back his laughter as Yaoyorozu turned as red as her costume. "Tsuyu _really_ gave him a good whack for that!"

"Say, do you guys have the night free?" Uraraka took out her phone and Izuku could see her finger hovering over a theatre app. "We were thinking about going to the movies to watch either _Doctor Aphra_ or _A Wizard of Earthsea_. What do you…" She paused, her face filled with confusion. "What the heck is this?"

Curiosity filling him, Izuku went to Uraraka's side and looked at her phone's screen. "A Death of a Hero?"

It seemed to be a link that was texted to her, and from Uraraka's reaction it wasn't a number she recognized. _"Who would want to send something like that to her?"_

Izuku heard the faint ringing of his cell phone and when he glanced at the screen he saw the same link but from a different number. "Hey, guys…?"

"Yeah, I got it too." Jirou was staring at her phone in wonder. "Eerie."

"It's probably some sort of phishing scam. Don't click on the thing or else your phone's will be riddled with viruses." Sero put his cellphone back into his pocket. "Happened to my cousin once. Had to get a new one and that took a huge chunk out of his savings since it wasn't time for a trade-in."

"It's odd that I got one." Yaoyorozu pursed her lips. "My parents mentioned once that they paid to not get robocalls."

All of a sudden, Izuku saw his screen turn black with the white loading circle at the center. "What the… I didn't press it!"

"It's happening to me too!" Uraraka looked at him desperately. "Is my phone infected already?"

"I don't…"

But all five of them went quiet as the videos began to play.

* * *

 _ **"Are we live?"**_

"Yes." Shocker held the smartphone between his index and thumb. "You may begin."

 _ **"Greetings, followers of the Symbol of Peace!"**_ Quentin outstretched his arms while shining his showman smile. _**"It is I, the Master of Illusion, Mysterio!"**_

He calmly walked towards the phone while Shocker kept a steady hand. He made sure not to glance at the bastard Sir Nighteye, whose bloody and scorched body was being held by the arms. It was obvious Vulture was taking most of the weight on the right side while Clash was holding the left.

He couldn't help but notice that she was shaking. _"Seems like someone wasn't as ready to kill Heroes as they claimed."_

Well, so long as she was still doing as she was told, it wasn't his problem.

Let Clash rationalize things however she wanted. She was young, driven, and desperate for her ticket out.

 _ **"It has been ten months since my last display of power, and for that I apologize."**_ He bowed to emphasize this, doubling as the signal for the two Enforcers to bring the body to the roof's railing _ **. "Many wheels have begun to turn, and steps had to be made against interlopers such as the one seen behind me."**_

His two henchmen held the Hero on his feet with Vulture yanking the man's head back by his hair. Nighteye said nothing, but somehow had the strength to glare at him in spite of his swollen black eyes.

 _ **"I bring you Sir Nighteye. This wretch who was once your Symbol of Peace's sidekick. His Quirk, Foresight, had provided him a window into the fate of man. So confident in his fate, he had come bumbling into my lair with his allies only to fall to my Enforcers."** _Quentin couldn't help it. He began laughing in delight. _ **"And now, only Sir Nighteye is left to become a symbol like his mentor!"**_

Oh sure, that Bubble Girl had escaped but she was a nobody. Just a stupid sidekick who would not amount to anything in the future. Suneater's career was ruined before it could ever really begin.

Quentin had won. For the first time in his long career, he had achieved a complete victory against his foes.

 _"If only this were Parker…"_

Well, he would correct that error in good time.

 _ **"The symbol to the dawn of a new age, one crafted by Mysterio and the League of Villains! The symbol of a world free from the grasp of your so-called Heroes!"**_ He raised his right hand, electricity crackling across his fingers. _**"Now, some of you have doubted the power of Mysterio. Said that I was a no-name Villain with nothing to back my title. So tell me…"**_

He increased his output by over a hundred percent.

 _ **"Will this look good on my resume?"**_

Quentin beamed as he fired the energy at Sir Nighteye.

Clash and Vulture had let go in the nick of time. The electricity nailed the bastard squarely in the chest, taking him off his feet and launching him back. His body hit the metal railing and it buckled before tearing off as if the bars were made of twigs. The man's spine had more than likely broken in half on impact. The man's mouth opened in a silent scream. His saliva and blood disintegrated while his hair began to burn.

He had vanished over the edge before Quentin could see if his eyeballs had burst.

Quentin calmly walked forward with Shocker following behind him. Both Vulture and Clash stepped to the side but only Clash turned her head away.

Before he reached the edge of the roof, he heard the familiar sound of a body crashing into the top of a car and the screams of cityfolk who were expecting another uneventful day in superhero central.

He brought his left foot up on the small concrete incline and stared down. He had chosen this spot carefully. A twenty-story apartment complex in one of the busiest parts of Musutafu in the quiet moments between Hero patrols.

Everyone would see the bastard's corpse. It was now a twisted, broken wreck on the crumpled roof of a Mitsubishi. Blood was dripping off the hood and onto the street as civilians gathered and took pictures. Only a few pointed up to the point of origin.

The Hero closest to the Symbol of Peace was now a nearly unrecognizable corpse. Meanwhile, Mysterio would soon become the talk of the town.

 _"And who cares what a dead man says?"_

This exercise had been therapeutic. The bastard was trying to psych him out. There was no way the man was able to use his Quirk on him when he was an entire universe away.

 _"Hell, none of these idiots even think that Parker's the real deal! To them I'm just another Villain in the world, and one in the big leagues at that. It was just the words of soon-to-be dead man. A final spit in my eye before I killed him."_

It had to be just that.

 _ **"Time to go."** _He said before snapping his fingers. Green smoke enveloped him and by the time a Hero came, they would only see an empty rooftop while Mysterio and his men casually strolled away.

 _"I did not come here just to be beaten by Parker again."_ Quentin's nails dug into his palms. _"Mysterio will never be beaten by those who are his lessers."_

And this exercise was only the beginning to prove that.

* * *

 _Mysterio's horrible video was uploaded on multiple sites, broadcasting his execution of Sir Nighteye, Fatgum, Rock Lock, Snatch, and Centipeder to anyone with a phone or internet connection. Whenever the police tried to take one down, two more took their place. They would remotely fry the server in an hour, but by then, copies were put up on underground websites._

 _Every civilian and Hero saw Mysterio and the League of Villain's declaration of war against the world of Heroes._

 _Tamaki Amajiki was cleared of willful assault of the police officers, but his future as a Hero was thrown into doubt._

 _Bubble Girl would be put on medical leave so that she could attend therapy sessions._

 _An off-duty police chief had been found in on the hood of his car with holes in his chest and back. An autopsy would find that the guy had been dropped from over a hundred feet in the air. An investigation into his finances had found that he had been receiving large deposits from a bank account that didn't exist._

 _During the search for Rei Narukami, his father's body was discovered on his living room sofa, his head caved in by a hammer. Fingerprints would confirm that Rei had been the one to pick up the murder weapon, and security footage would show that he was accompanied by a red-haired girl._

 _I wouldn't find this out until later, but it didn't matter at the time I watched that video._

 _At that moment… we were reminded of a terrible truth._

 _Villains were more than just people Heroes defeated._

 _And sometimes the good guys don't win._

* * *

 **To Be Continued...**

* * *

 **Notes:** **Phew... that was one long and dark chapter betaed by the always incredible reppuzan!**

 **I really wanted to make sure each fight got equal screen time while giving character both to the Enforcers and Heroes who never got any focus in the main story. While I am as sad as you are to see Sir Nighteye and Fat Gum go I wanted to make sure they all got a moment to shine and stayed true to who they were.**

 **Plus, Sir Nighteye managed to REALLY fuck with Mysterio and even saw the multiverse!**

 **Speaking of which, I wanted to give a shout-out to FoxOnPie's _Neither A Bird Nor A Plane, It's Deku!_ who had been gracious enough to include Amazing Fantasy into one of his 52 worlds! The description of it was a treat to write since I got to include bits of the DC Multiverse cosmology, how the multiverse was described in _Planetary_ by Warren Ellis, a shout-out to the ever incredible Michael Moorcock's multiverse, and even a bit from _Immortal Hulk_ by Al Ewing which I hope you all have read. If not, GO READ IT!**

 **Also hope that you all enjoyed the Enforcers, since I tried hard to give each a distinctive voice and show that they aren't invincible.**

 **Anyways, be sure to check out this fic's TV Tropes page and add what you see as appropriate!**

 **Be sure to leave a review and let me know how I'm doing!**


	17. Issue 16 - The Coming of the League!

"...Yes, that's him."

Toshinori Yagi felt numb as he stared at Mirai's corpse on the metal slab with only a thin white sheet covering everything from the neck down. The refrigerated air of the morgue wasn't affecting him, nor was the clinical stare of the medical examiner and morgue technician. It surprised him how they weren't treating the man once known as Sir Nighteye any different from the bodies of the other five Heroes and civilians they had in storage.

 _"Maybe that's better. Heroes shouldn't be treated as better than others. All are equal in death."_

Still, it did bother him on some level. Perhaps it was due to his relationship with Mirai, strained as it was.

He had been in the middle of helping Mirio Togata get a grip over his newfound strength. The Quirk wasn't tearing his body apart as he had expected from experience, but it was still tough on the young man. Suddenly gaining the ability to smash through a building with a single punch was tough to grasp even after ten months of one-on-one sessions together.

He was getting better, but managing fine control over One For All alongside his already complex natural Quirk was more difficult than even Mirai had expected.

They had received the video over their phones like everyone else and had been devastated.

Toshinori didn't know how to respond at first, but Mirio had burst into tears, which was understandable. His friend had been cruelly tricked into fighting the police, which prevented their mentors from receiving support. Mirio had talked about Amajiki numerous times during their training sessions and he knew this would devastate the young man.

 _"And Mirai is dead."_

He tried to comfort Mirio despite being in a daze himself, but Mirio had run off to find where Tamaki and his fellow sidekick Bubble Girl were being held. The young man was too fast for him, and Toshinori had used his muscular form to its limit for the day.

Then he had gotten the call to help identify his friend's body.

 _"Mirai's dead…"_

"...Yagi-san?"

The friend he kept at an arm's length over his breach of trust.

"Yagi-san…"

The young man who admired him, who pushed himself forward and believed wholeheartedly in his dream.

The man who pushed him into giving away One For All out of fear and concern for Toshinori's future…

"Yagi-san!"

"Hm?" He looked up at the examiner who was pulling the sheet over Mirai's head. "I-I'm sorry. My mind is…"

"I understand that this is a difficult time for you." The man said politely, but Toshinori could feel no warmth in the tone. These were just lines the guy had parroted to hundreds of grieving people before, and to him, Toshinori was no different.

It wasn't like he could tell the gaunt, skeletal figure before him was the Symbol of Peace.

"If you need help, we have grief counselors in room…"

"It's fine." Toshinori gave a stiff nod and turned around. "I'll… just be on my way.""

"Yagi-san, it would give you at least some peace of mind if you were to talk things out with another…"

He shut the door behind him.

Toshinori stumbled down the hallway following the signs for the exit. He didn't even notice that he was drawing closer to the wall with each second.

 _"Mirai's dead… he's dead just like… like…"_

Flashes of his mentor, Nana Shimura, came to mind. The last time he saw her, she continued to wear that beautiful smile that represented a noble dream snuffed out cruelly by their hated enemy. He could see it almost melting away, shifting to Mirai being flung off a roof and falling to his death unnoticed until it was far too late. His murderer smirking triumphantly at his horrible deed, acting as if he had tossed aside some action figure for a home movie rather than one of the finest Heroes he'd ever known!

Toshinori's vision swam in tears but the rage within caused his body to shake.

 _"And once again…"_ He punched the wall, ignoring the pain that seeped through his body and the trickle of blood that came from the corner of his mouth. His wound seemed to throb as if All For One was still sticking his hand through it, gloating over getting another chance to hurt him. _"...I couldn't do a thing!"_

He coughed into his hand and could smell the familiar scent of blood. He knew it was bad for his health to become agitated in this state, but he didn't give a damn. He was angry at Mysterio, at the Enforcers who enjoyed themselves assisting in the deaths of five good men, at All For One for having a hand at this, and at himself.

"I figured you would be here."

Toshinori turned around to see the familiar face of Sorahiko Torino, known to most as Gran Torino. The short old man was in plain clothes consisting of a walking cane, a white t-shirt, a denim jacket, jeans and his cane. But the spiky grey hair and scraggly beard were unmistakable.

He wiped his eyes and whispered, "I… I was his emergency contact, apparently. He was an only child and his relatives are dead, so it was up to me to…"

Sorahiko sighed. "Yeah, I had to do that a couple of times too. It never gets easier, especially if they die in the line of duty."

"Why are you here?" he asked despite knowing the answer.

"To make sure you're doing alright, you damn idiot." The old man hobbled forward, his cane making sharp, staccato noises every time the bottom hit the floor of the hallway. "Come on, let's walk."

At first, the conversation was mostly a silent one. Toshinori didn't really know what to say or where to begin. His mind was a mess, his emotions making it worse. He couldn't say he was fine and make the man leave him alone. Sorahiko knew him too well to let that slide. But he wasn't in a talkative mood either.

Thankfully, Sorahiko decided to take the first plunge. "It wasn't your fault, you know."

It was as if something had loosened the valve. "I should've been there! If I had, then Mysterio wouldn't have…"

"Toshinori, you are many things but you aren't a god." The old Hero let out a weary sigh. "This was his mission. He didn't consult you because he didn't think you needed to be disturbed, especially since he wanted you to devote all your attention to training that Togata kid."

Toshinori knew it was true on an intellectual level, but his despair continued to boil. If he hadn't been teaching class, if he hadn't been preparing for Mirio's training course, and if he had instead been out on patrol like usual then maybe he would've noticed the signs of battle. He would've stumbled on Amajiki battling the police in his confused and blinded state before putting a stop to it. The entire thing would've been resolved in seconds before he moved into the warehouse.

All the Villains would've been rounded up and the day would've been saved.

"It doesn't make it better."

"No, it doesn't. But it's the truth and the same truth I told you when Nana died." Sorahiko motioned to the small coffee kiosk. "Come on, let's get something to drink. I could go for some overpriced coffee on your dime."

"Don't you have money?"

"Treat your elders with respect, boy."

After getting their drinks, they sat at an empty table away from off-duty doctors and nurses. Sorahiko was calmly sipping his americano while Toshinori just stared at the milky foam film floating atop his steaming coffee mug.

"What makes it worse…" Toshinori said dejectedly. "...is that we never buried the hatchet." The old man said nothing so he continued. "Mirio's a great kid and I could see why Mirai thought he would make a great successor. He's bright, strong, and his personality… it's like looking at a mini-me and Sensei if she were a teenage boy."

"You still didn't like how you were forced into picking him, right?"

He nodded sadly. "I… I don't know. Mirio's certainly what I would've envisioned my successor to be, but the way Mirai pushed me into choosing him. It was like a constant reminder of when he used Foresight on me."

He still remembered that day. The feeling of anger and sadness that coursed through his body as he stumbled out of the hospital. Mirai shouting at his seemingly hopeless fate, reminding Toshinori yet again that his days were numbered. Part of him hated Mirai's prodding because the man couldn't seem to accept how he felt about things. Each call and email reminded him about a death he never wanted to know in the first place.

His mind flashed to Midoriya, the young boy with the heart of a true Hero and a determination to match. He remembered his fight against Bakugou and the thought that went through his head when Midoriya won.

 _"If I hadn't met Mirio, I probably would've chosen this young man as my successor."_

And that would've been his choice. A successor in preparation for an ending that he could've accepted.

But he had chosen Mirio, and while he kept in contact with Mirai, their conversations were always brief and to the point.

"We were talking more in the past few months, but we never tried to hash things out." Toshinori watched the last of the bubbles pop and stared at the glorified coffee with milk. "And now we'll never be able to talk like old times."

He did consider Mirai his friend, albeit their relationship was a strange one. They were peers, teacher and student, and idol and follower all at the same time. The young man had practically worshiped the ground Toshinori stood on despite his calm demeanor, which weirded him out more often than not. And yet, he couldn't help but see Mirai as his equal, no matter how much the man protested at the idea.

Mirai had believed in the World of Smiles that Nana passed onto him. He wanted to turn that dream of a world where everyone could be happy and free from fear or regret into a reality.

But now he was gone and there was no going back.

"There are a lot of friends that I drifted away from." Sorahiko set down his cup and looked solemnly at Toshinori. "Some of them were great friendships that ended badly. There was so much that I wished I could've said or done differently, but this world is all we've got. We can't just keep bemoaning what could've been, but rather strive towards tomorrow with our heads held up high."

In a surprising show of gentleness, the old man placed his hand on Toshinori's.

"I'm sad they're gone too, but Mirai and Nana would never have wanted to see you like this and there's still a gaggle of kids that need your help while you've still got time. That includes your successor."

Slowly, Toshinori nodded and wiped the tears that had formed in his eyes.

This talk didn't get rid of the sadness in his heart and he didn't think it would go away for a long time.

But he felt it lighten just a bit.

 _"That's right. For now I'm the Symbol of Peace, and that means I can't give up even in the face of tragedy."_

With that thought Toshinori asked, "What are the police doing about Mysterio and his men?"

"For now, they are still trying to find where the guy went and who that Rei Narukami boy had been meeting with." The old man took a sip of his drink. "And I heard from your boss that there'll be some changes to the lesson plan to show kids what they might expect on the field. Better late than never."

Toshinori nodded. Today had been a tragedy. Not only for the lives lost, but because it reminded them that the darkness from years past hadn't truly gone away. If anything it had simply been hibernating.

" _But next time… we'll be ready."_

* * *

Tamaki fiddled with the remote in his hands, surfing through the the streaming services provided by the television in front of his office bed.

He couldn't decide on one. He just kept flicking through programs from the Wee Free Men to the Bobverse. He was in the mood for anything and nothing. "I have to choose something. I'm acting like a crazy person."

But wasn't he already that to everyone outside?

 _"I'm the crazy intern who attacked the police."_ Tamaki set down the remote and looked at his legs which were under the bed's blanket. He had passed out after seeing the carnage and woke up in the hospital. The doctors assured him that he and the police were fine, nothing more than some minor surgery and stitching at most. There was a detective and a cop there too and they asked him questions regarding what he saw and why he attacked everyone. He told them as best he could and they nodded while writing his statement down.

They had tried very hard to not show it, but he could see it in their eyes.

The hospital staff and even the police that questioned him were giving each other glances. Their bodies were stiff, prepared to either pin him down or bolt if he made a wrong move.

They treated him like a ticking time bomb rather than a Hero's intern.

 _"And can I blame them?"_ He felt tears well up in his eyes. _"I hurt the police! I never even stopped to think about what I was doing while Mysterio and his men killed Fat Gum and the others! All of them… all of them are dead because of me!"_ He slammed his fist into the bed. _"Stupid! I'm so stupid and… and weak! I just screwed everything up and I'll never be a Hero!"_

That was probably why Mysterio had been able to pull the illusion off. He knew Tamaki was the weakest link, a useful tool not even worth trying to kill. He was just good enough to fight the police while Mysterio killed the real Heroes.

 _"Mirio would've been able to see through it. If Mirio had been there instead of me, Fat Gum, Sir Nighteye, and the others would've never died! Damn it!"_

That was what hurt him the most. Fat Gum had spent most of their time together doing nothing but encouraging him. Saying that he was going to become a great Hero, trusting him wholeheartedly no matter what they did together, be it fighting Villains or filing paperwork. The Hero corrected Tamaki's mistakes when they popped up and gave him helpful advice.

But now he was dead, and Tamaki's own incompetence resulted in five Heroes getting killed.

"Hey, Tamaki!"

He looked up to see the familiar figure of his best friend, Mirio Togata. His blond hair, usually in-place thanks to that styling gel he liked, was disheveled, the top cowlicks frayed on the sides. His U.A uniform was drenched in sweat, the sleeves sticking to his muscular arms.

But what stuck out the most with Mirio was the slight red marks around his eyes.

Mirio gave a cheerful grin as he gave a little wave. "Man, those doctors did a heck of a good job! I mean you looked like hell, but now you're probably ready to jump out of bed and do a marathon!"

"M-Mirio…" Tamaki looked away, staring out of the window to the trees that swayed in the wind.

He couldn't bear to see his friend. It was plainly obvious that Mirio had been crying before he came over, and why wouldn't he? It was because of him that Sir Nighteye and Centipeder were dead while Bubble Girl was under surveillance.

He heard a chair being dragged next to his bed and creaking when Mirio sat down. "Nejire was here trying to see you, but they wouldn't let her in. I got permission because… well, we're friends and I am… was…" He was silent for a second before continuing. "Saw Bubble Girl before coming here and she's still processing everything. Happy to see me, though."

The silence hung in the air for a minute.

"She doesn't blame you, you know."

He let out what was practically a whisper. "She should."

"Tamaki, that's crap and you know it."

 _"Stop it. Stop trying to make me feel better."_ Mirio was just lying to make him feel better, burying his own hatred of Tamaki's failure for the sake of his friend. Everyone hated or feared him and he deserved it.

"Look at me, please."

Slowly, Tamaki turned his head to look at his friend. The normally ever-present smile was gone and his eyes were narrowed.

"What Mysterio did to you…"

"No, it was my fau-." His apology was cut off when Mirio raised his hand.

"It was _Mysterio_ who did this." Mirio said firmly, his tone left no room for argument. "He was the one who set up the illusions. He was the one who preyed on you and made you feel cornered. All you did was try to be a Hero and fight against impossible odds and still came out on top. Nobody should blame you for the crap he pulled. I don't."

"But you should!" Why? Why was Mirio like this!? Why couldn't he see the truth!? "Damn it, Mirio! It was because of me they're dead!" He let out a sob. "I was the one who fought the cops! It doesn't matter if Mysterio was the one who set them up, I'm the one that attacked first! If I had just sat down to think or… or just stood down and let that Villain attack me, it wouldn't have worked and Fat Gum, Sir Nighteye, Rock Lock, Centipeder, and...!"

The bed rattled when Mirio's hands came down on the railing. Tamaki finally looked up to see Mirio leaning closer to him with that same determined expression on his face.

"Don't say that. Don't even _think_ that. Blaming yourself and tearing yourself apart like this will mean that Mysterio really has won!" Mirio put his finger on Tamaki's chest. "You're my best friend, Tamaki, and you're going to become a great Hero."

"But after this…!"

Mirio shook his head. "Doesn't change a thing. If anyone talks crap about you then it means they don't know a real Hero when they see one." A sad grin formed on his face. "I'm… I'm sad Sir is gone. He was strict and kind of a buzzkill at times, but he really believed in me. He believed in me so much that he helped me get something."

Mirio raised his right hand and clenched it into a fist. Tamaki watched as he stared at it, his eyes filled with determination and clouding with memory.

 _"Sir Nighteye gave you something?"_ Was that why Mirio was out more often? Why he barely had time to hang out with him and Nejire?

"Part of me is still unsure whether I deserve it or not." His best friend whispered. "But I made a promise to honor it, to make Sir proud for believing in me and become the best Hero I can be."

He grabbed Tamaki's hand and held it, the serious expression melting away as a confident grin formed on his face.

"Sir's gone. Nothing's going to bring him back. But the guy who did all this is still out there."

Mirio clutched it harder.

 _"He's so warm…"_

"And I'm going to help bring him in. For you, Sir, Fat Gum, Centipeder, Rock Lock and Snatch. For all those who couldn't fight back against them and the people still out there. People who really need to remember to smile because Heroes are still here." Something in Mirio's eyes glittered. "And when I do that, I want you to be there with me. Me, you, and Nejire. We're gonna take these creeps down together as Heroes."

Tamaki couldn't help but stare at his friend. Someone who had every right to hate him for what happened, who lost just as much as Tamaki if not more. There was pain in his eyes, yes, but that didn't seem to diminish the hope within him.

 _"You're still the sun, Mirio…"_

Tamaki felt more tears roll down his cheeks as he nodded, gripping Mirio harder.

"Right… together."

* * *

"So you had no idea about Mysterio's little cronies?" The superhero with the flame "mask" and "beard", Endeavor, asked while crossing his arms. "You knew nothing at all?"

"If you're asking if I thought Quentin had henchmen, then yeah I suspected." Peter shrugged. "I mean, you kinda expect it with supervillains. Plus, Quentin's running some big operation so he had to have someone helping him out. Never expected Clash, Vulture, Boomerang, and Shocker Two: Electric Boogaloo though."

Endeavor glared at him in a way that reminded Peter of Daredevil. "Cut the crap. Four Heroes and a sidekick are dead, one sidekick is screwed up in the head, and an intern got tricked by Mysterio into attacking the cops. We've got no time for your jokes."

"Sorry." Peter raised his hands in supplication. Not that they could go far since they were still cuffed to the bed. "I tend to wisecrack when I'm processing stuff like this."

Peter had gotten wind about Quentin's latest stunt from the news. The local newscasters didn't show all the video footage, but it was enough to show that Quentin had put together a montage of him and his cronies beating the tar out of the Heroes before killing them. Adding insult to injury, he drew out the death of that superhero named Sir Nighteye just to rub in how serious he was in this new world.

 _"You really have lost it, haven't you, Quentin?"_

Even in his world, the people who liked to post videos of how badass they were for street cred tended to be lumped into two categories: the extremely cruel and the profoundly stupid. Sometimes they overlapped. There was that mob guy who decided it would be a fantastic idea to dig up the bodies of Frank Castle's wife and kids before pissing on them and sending the footage to every news network in America.

Needless to say, the guy didn't make it past a week.

There was also that one time Arcade, in a desperate bid to recapture his popularity in his old age, decided to kidnap a bunch of Avengers Academy kids, throw them on an a deserted island, and have them murder each other in a bad Battle Royale ripoff that was streamed on an underground website. One call from Victor Mancha and an investigation headed by Vision later, they rescued the kids before kicking the ever-loving crap out of Arcade.

The last Peter heard about the guy, he was drinking his meals through a straw in a minimum security prison.

 _"The problem is that most don't do that stuff in my world because it's a surefire way to get a butt-kicking courtesy of the superhero community. Quentin's probably the first person to do something like that in a while and the superheroes here don't have Avengers-level resources."_ They were treating Mysterio's tape like some kind of terrorist video. The cops and Heroes were likely furious as hell and turning over every stone to find him.

But the superheroes here were government employees. They and the police had to go through the channels of bureaucracy before they could do anything.

 _"Well, I guess that's just one of the downsides of going all-in with the Superhuman Registration Act Lite."_

Endeavor grunted as he took out his phone and held it towards Peter. "You know any of the gear these people are using?" It was a photo of Clash and three more swipes revealed the other members of the new Enforcers. "We looked into those web-shooters of yours and some of it is crap our people have never even seen before."

 _"Alternate universe shenanigans strike again."_ While his gear was made of regular metals and plastic from his perspective, it was likely they had a different chemical structure in this universe. _"Thank god I didn't bring along any adamantium or vibranium. These guys would be freaking out trying to make sense of it."_

Peter shook his head. "Sorry, can't help you much."

"Oh? I thought the great 'Spider-Man' managed to beat all these guys."

"Your doubt wounds me." Peter put a hand over his heart. "Can't help because that gear is probably modified. The stuff that new Clash girl did is a lot more versatile than what Clayton used to sling around. I managed to disable Toomes' flying harness once, but after that he kept making upgrades and even added turbines to act as a backup and reduce wind resistance. I don't know what I can do without actually getting a good look at them."

"Flying harness…?" Endeavor huffed as he pointed at Peter. "Look, while the police might be willing to humor you, I won't. I think you're a nutjob and should be put into an asylum as soon as possible."

"Well, at least you're honest." Peter leaned back on his bed. The hospital pillows were a lot more comfy than he had been expecting. "So why aren't I in one?"

"Because you're a useful nutjob. Your 'Ludwig Rineart' tip helped to cinch that the warehouse those guys were heading into was Mysterio's." He stomped to the door to look impressive while making it clear the conversation was over. "The only reason we don't think you set us up for Mysterio and his men is because Nighteye was already getting ready to raid the place. All you did was speed up the signing of the warrants. But when you're all healed…"

"Yeah, yeah. We'll shoot the breeze over coffee." Peter waved after Endeavor. "See ya, Flamebeard!"

Endeavor slammed the door hard enough to shake Peter's bed.

"Touchy…" He moved his hand under the blanket and snaked under it, lifting the blanket by his wrist just a bit to reveal the disassembled remote and broken-off fork tine.

His utensils were still metal since the cops and Heroes didn't think he was suicidal and the hospital staff wouldn't really notice or care that a single tine was missing from a fork. It was pretty easy to acquire with a twirl of the fork and a twist of his fingers.

Picking up the tine with his thumb and index finger, he slowly took out the red wire from the remote's Bluetooth radio.

He wasn't a locksmith, so he wouldn't even try unlocking his cuffs. Plus it would be a moot since he could easily break them with a tug. However, the Heroes would hear it and they could see him 24/7 with the camera they had installed in the room.

He wouldn't make it five feet without getting tackled from all sides.

Peter knew he could probably break out in spite of those odds, but without his web-shooters it would be tough. So he would have to rely on his second-greatest strength: his smarts.

It was painstakingly slow work since lifting the blanket completely would reveal his handiwork to the camera, but when he was finished, he would have a remote that would mess with the video feed with the push of a button.

He would be free but a wanted criminal, likely with Izuku as his accomplice if they didn't play things carefully in their search for Quentin Beck.

Before, Peter just wanted to find his old foe just to punch the guy and get back home.

Now though? Quentin changed the game. Kid gloves were off, and Peter had no intention of playing around the next time they met.

 _"Hang tight, Izuku. From here on out, things are gonna get a hell of a lot more complicated."_

* * *

Nezu stared at the three teachers in front of him. "Thank you all for meeting with me so early in the morning. I hope you know that I wouldn't have called you here unless it was important."

"It's no trouble at all, Nezu-san." Hirooki Anakuro, known as the Hero Thirteen, raised her hands to assure him. Due to her expressions being impossible to tell thanks to the nature of her Quirk, she had become a master of non-verbal communication and tone to get her points across. "I was up early anyways going over the class schedule."

"I could have gone with some more beauty sleep." Nemuri Kayama leaned back and stretched her arms, the act emphasizing her chest despite practically everyone in the room not being the type interested in things like that. "But it sounded important so I rushed over here!"

Aizawa rubbed his eyes. If he were tired more than usual, his face didn't show it. "I guess it's got something to do with the whole Mysterio thing."

"Straight to the point as usual, Aizawa-kun." Nezu steepled his paws. "Indeed. Due to recent events, I have decided it's in the school's best interests to alter certain courses a bit."

The three teachers exchanged a look, but only Aizawa and Anakuro had an idea where this was heading. They had arranged a training session at the Unforeseen Simulation Joint for Class 1-A to get them better prepared for rescue operations. It was standard procedure for U.A to have the students get their feet a bit wet with combat and rescue courses in their first week.

However, things were going to change.

"Aizawa-kun. Anakuro-kun." He raised three pamphlets with his right paw. The three Heroes took them and began to scan the contents. "I have, as principal of U.A, decided that your rescue course will include the scenario of a surprise Villain attack. Kayama-kun will be there as well to help you observe the students and teach them how to quickly incapacitate Villains without causing serious ha-."

"Forgive me, sir." Anakuro pointed to the pamphlet, her tone shifting slightly to emphasize her apprehension. "But isn't this extreme? I planned this class with Aizawa-sensei months in advance and I think just preparing the students for rescue operations is sufficient."

"While I am for seeing those young boys really show their passion, I have to agree with her." Kayama put her hands on her hips. "Preparing the students for the possibility of a surprise Villain attack so early in their curriculum is…"

"You're both thinking like teachers." Aizawa butted in, his eyes not leaving the pamphlet. "That's well and good, but remember you're Heroes and think about the mood of the people right now."

Well, count on Aizawa to be blunt about things. "Indeed. It's not ideal, but it is necessary." Nezu sighed. He hated throwing these students struggles before they were ready, but it needed to be done. "With the executions committed by Mysterio and his Enforcers, Heroes, law enforcement, and the civilian population have seen something that has never been experienced since the Dark Age. Villains working together in an organized fashion laying a trap for Heroes… and managing to fulfill their goal."

He turned his chair to the window and pointed at the city skyline. "Right now, the parents of the children in our care are nervous. They are wondering if their children are safe, whether we are preparing them for the world they have been reminded is cruel and filled with uncertainty. The last thing they want are for their children to become Heroes and be blindsided by another attack from Mysterio and his ilk."

"Which is where alterations like this come in, correct?"

Nezu turned to face the three teachers but looked at Aizawa in his eyes. "That's correct. I'm trying to get it into the first-year students' heads that there is the possibility a group of Villains could take advantage of them in the middle of a rescue operation. Robots are a poor substitute, I know, but they will get the job done. The added condition that the students are to only restrain the "Villains" will also save material."

A few seconds of silence passed, the teachers reading through their material carefully before Anakuro spoke up.

"I'm not a fan of interference this late in the game, but I do see your point, Principal Nezu." Turning herself to Aizawa and Kayama she motioned to the door. "Mind if we discuss our plan for the class some more over coffee?"

"Sounds good to me." Aizawa yawned loudly. "I think they're selling that special African brew today."

"Count me in." Kayama smirked as she elbowed Aizawa. "Plus, I would love to see some photos of the boys and girls of your class! Need to make a good first impression for my impressionable students, after all!"

"Give it a rest, Midnight…"

When the teachers said their goodbyes and left, Nezu took out the list of the classes for the month. New notes from the past night covered the calendar covered practically every inch from a blue ballpoint pen, but only one note was written in Sharpie.

 ** _GIVE ALL MIGHT TIME OFF._**

He knew that Sir Nighteye was a dear friend to Toshinori Yagi, and it wouldn't be healthy for the man to go back to work immediately after such an emotional blow. _"Plus, Sir's death will be the only thing the students will talk about in the hallways. It might be a bit much for him…"_

Nezu took another look outside to a world that he always knew was dangerous.

 _"It's only unfortunate that everyone else had to realize it so cruelly…"_

* * *

"Man, did you see those videos?"

"Crazy, right!? Since when did Villains have that kind of firepower!?"

"I heard that it's Mysterio that's supplying all those copycat Villains that are out on the street. If that's the case, I can't say I'm surprised he saved the best for himself and his elite cronies."

"I read up on Nighteye after seeing it! The dude could predict the future, so how the hell did Mysterio get the jump on him?"

Izuku knew what to expect when he went back to school, but it was still a shock to actually see his suspicions were confirmed. _"The death of Nighteye and the other Heroes… it's all everyone is talking about."_

He and the others had watched the video Mysterio or one of his flunkies had sent. It was the most horrible ten minutes he'd ever seen, but much like a car crash, he couldn't look away. Eight minutes of the Villains managing to defeat experienced Pros, the Heroes falling to the Villains' sheer brutality thanks to being caught off guard.

The last two minutes were the worst. Mysterio bragging about his victory and launching Sir Nighteye off the building as if he had done something clever.

 _"And worst of all it was all done so he could become famous."_ Izuku didn't realize that his hands were clenched into fists until he felt his nails digging into his skin. _"Fame! Like that's more important than the lives of other people!"_

They shut off the video before Mysterio brought the camera up to show Nighteye's corpse. He and Uraraka had been crying when their screens went dark while the others just stared in shock. Sero had tried to insist, both to himself and them, that it had to be something Mysterio cooked up to screw with everyone's heads. That there was no way he had managed to kill the Heroes, pointing out that the battle footage was obviously edited in certain parts.

Oh, how Izuku _wanted_ to believe that.

None of them were in the mood to hang out after that and went their separate ways after calming Uraraka down. But as he trudged home more news reports came out confirming that the video was in fact real.

All those Heroes, one of them being All Might's former sidekick, were dead. The profiles he had written about them in his notebooks were now bitter reminders of that fact.

 _"And I don't think I can even look at them without feeling sick."_ Izuku looked ahead to his classroom door as other students passed him. _"I hope that All Might will be alright…"_

Everyone was feeling the impact of Mysterio's broadcast and it didn't help that all news coverage was devoted to it, but U.A was especially somber over it. All Might was, after all, one of their teachers now. Everyone was speaking about the video in hushed whispers as if they were afraid All Might would drop in at any moment. There were a few who tried to dismiss the video, saying that now that Mysterio killed Sir Nighteye, the Symbol of Peace would track him down and defeat him.

 _"I mean, it probably will happen. Or Peter will get to him first…"_ Izuku's dour mood sunk even more at the memory of his mentor. _"Peter… I hope he's alright. I can only guess how he feels about this."_

Peter was a man all about responsibility. To him, Mysterio was one of his Villains and should be beaten and taken back home. But now it was over ten months with no progress on finding Mysterio, and in that time the supervillain had managed to spread chaos and kill five skilled and powerful Heroes.

 _"But he shouldn't blame himself! He couldn't have known!"_ Izuku placed his hand on the door and looked down with closed eyes. _"Though I'm not one to talk. Not when I…"_

Izuku opened the door and saw his classmates talking to each other at their seats. Well, all except Kacchan and Todoroki, who kept to themselves as usual. Yaoyorozu glanced at him and he already felt embarrassed. His first full day as vice-class representative and he was here later than he should've been.

"I-I'm really sorry!" Izuku bowed to Yaoyorozu. "I-I just lost track of time and… and…!"

"Midoriya-san, please calm down." Yaoyorozu raised her hand and gave a small smile. "I know that the… incident is affecting everyone differently, and I don't begrudge you for forgetting. I had to remind myself that I was class representative this morning too."

"Wow!" Ashido leaned forward and grinned from ear to ear. "Who would've thought that one the cool and responsible Yaoyorozu-chan would forget something that important!"

"Not as surprising as Midoriya getting here after everyone else!" Kaminari pointed out. "I mean other than Iida, he's the one most psyched about being here!"

"Nah, the only one that would want to get here first would probably be Iida." Kirishima and the others laughed at their commentary, bringing everyone's attention to them.

Both he and Yaoyorozu blushed at the comments and Izuku couldn't help but notice Iida was stiffening a bit. _"Did he overhear that?"_ He really hoped the guy didn't take it seriously.

"Deku-kun!" Uraraka got up from her desk and asked, "How are you feeling?"

 _"Not that great. I'm still trying to process that five Heroes were killed by Mysterio who is actually the real deal and worrying that my mentor is blaming himself. My mentor's the real Spider-Man by the way. He's from another world and has no way to get back to his friends and family. Oh, and that one Enforcer is Quirkless like I was only ten months ago so I'm starting to worry about what you guys would think of me if you found out. How are you?"_

"I'm managing. Just trying to treat this like a brand new day, y'know?" he lied through his teeth to the cute girl in front of him. "I'm glad you're doing better!"

"Sorry about yesterday." Uraraka scratched the back of her head while laughing nervously. "I kinda overreacted to that video. I probably looked like a crybaby just bawling like that."

"D-Don't feel that way!" After all, she cried watching five people get murdered! He cried for anything and everything! "I-I was crying too!"

"Yeah. My mom and dad kinda put it into perspective when I got home." Uraraka smiled while looking down. "Those guys that died… they were Heroes, but they were also people like you and me. They can die like police officers and firemen, trying their best to save other people. Just focusing all my attention on their deaths would be the wrong way to remember them, y'know?"

Izuku stared at her. _"I-Is that true? Am I dishonoring them by only remembering their deaths and not the people they were?"_ He supposed he was. If he remembered them as just the Heroes who were killed by Mysterio, then the Villain will have truly won. He needed to remember their exploits, the stories they left behind by the lives they saved, and the words they said to inspire the next generation. "Yeah, I get it. Thanks, Uraraka-san!"

"Well, you two seem to be chipper this morning." Jirou was walking toward them with Sero in tow. "Glad to see it, too. The morning would've been a real drag if the two optimists of the school were down in the dumps."

"Yeah!" Sero motioned with his thumb to Todoroki and Kacchan. "I mean, those two bring down the spirit of the class enough by acting like something crawled up their butts all day every day!"

"Hey, Sero-kun! Don't say mean things like that!" Uraraka huffed. Sero just laughed it off

Izuku felt his dour mood return as he watched them. _"Would this end if I told them I used to be Quirkless?"_

That had troubled Izuku the most during the broadcast. That Villain, Clash, said she was Quirkless with the microphones picking it up for all to hear. The news that covered the video didn't bring her up much, but when they did it was always in worried tones.

They talked about the disenfranchisement of the Quirkless, how the powerless minority was treated in a world that idolized the powerful, and how said treatment would drive the most bitter towards revenge. Before there was nothing to worry about, because at most the Quirkless could cause harm only by procuring firearms or a knife while Quirks would provide their would-be victims a means of defense. Clash's existence proved that the Quirkless could master gear that evened the playing field. Some commentators feared what would happen if Mysterio sold similar gear to them.

One of them even suggested compiling a public database for Quirkless individuals so citizens can keep an eye on them.

 _"She killed two Heroes… and she sounded so angry and bitter about wanting to be one."_ It was like staring at a dark mirror of the person he used to be. One with dashed dreams he knew were impossible and deciding the world was to blame for his troubles. _"But I never would have become like that! Never!"_

Despite this, Izuku's skin crawled as a single question shot up from the farthest recesses of his mind.

 _"Are you sure?"_

"My mom was freaking out when I got back," said Sero, bringing Izuku back from the edge of his thoughts. "She kept the news on all day after that video came out. Asked me if I really wanted to be a Hero and stuff… lemme tell ya Uraraka, you got it easy."

"My folks were pretty weird about it too, but not that much." Jirou confirmed with a nod. "Not exactly the kind of thing parents whose kids are a couple of days into Hero school expect to see. Things were pretty awkward at dinner and they didn't want to talk about it. How about you, Midoriya?"

"My mom? She was… worried." They didn't talk about it that much when he got back home, either. However, there were questions Mom asked him that came very close to talking about Mysterio.

 _"Were you alright on your way back?"_

 _"You didn't see anyone strange following you, Izuku?"_

 _"Are you sure your Hero name is going to be Spider-Man?"_

It worried him how much this was messing with his mom. She was worried enough about him after some of his lies had been exposed, but constantly worrying about Villains roaming the streets?

"This is going to be the new normal, isn't it? Everyone looking over their shoulder, worrying about the Villains who showed they can beat and kill Heroes. Feeling like nobody is safe…"

"Everyone!"

Everyone went quiet and looked to see Iida sitting up, a determined look in his eyes as he scanned the room.

"Please, forgive the interruption!" Iida put his right hand over his heart and raised his left. "I know that we are all reeling from the video that Villain sent to us! All of us watched as five noble Heroes were cruelly cut down for little more than attention! I understand that you are all worried, even if you do not verbalize or show it!" Iida nodded. "However… we are students of U.A! We are meant to become the next generation of Heroes, sworn to protect our fellow man against Mysterio and his ilk! We cannot bring back the lives lost, but we need to learn to strive and stand strong so that we may inspire our fellow man to not give into fear!"

Iida bowed stiffly. "Thank you for listening and I apologize for the outburst! I merely wanted to say something that would lift your spirits!"

They were silent for a few seconds, nobody knowing what to say.

Then there was some clapping from the likes of Ashido and Kirishima. Most of their fellow classmates laughed, but no mocking in their voices.

"Wow, Iida-chan sure knows how to grab attention. Ribbit." Tsuyu placed her index finger on her chin.

"To give a speech that would capture the hearts of an army… he really is formidable with words." Tokoyami nodded while crossing his arms.

Aoyama dabbed his eyes with a handkerchief. " _Incroyable_. It was not elegant, and yet the words managed to reach into my soul!"

"Great job, Iida-kun! We really needed that!" Uraraka pumped her fist into the air. "Now I'm ready for anything!"

"Yeah! Screw Mysterio and his flunkies!" Kirishima shouted, his fists hitting the table. "We're not scared! Once we've graduated, his number is gonna be up!"

 _"Iida…"_ Izuku knew that the tall boy was smart, however his speech managed to dredge up thoughts that were buried under layers of depression. _"He's so passionate about becoming a Hero. Not even Mysterio's video could bring him down."_

He needed to follow his example. He had to stay strong, not just for himself but for his mom and others.

That was what Heroes did.

"Oh will you shut up and sit down! You got your five minutes of glory so stop it with that stupid-ass grin!"

 _"Count on Kacchan to kill the mood."_

Despite the rude words, Iida did as he was told but with a blush and a grin that stretched from ear to ear. He'd probably never been praised so much before.

On cue, the door opened and Aizawa entered. "Okay, all of you settle down. Class is going to start."

Izuku looked to Yaoyorozu and they both nodded.

As they led the classroom to begin, Izuku thought one thing.

 _"Today is a brand new day…"_

* * *

"Onii-chan, is it time yet?"

Tomura scratched his neck as the annoying voice of Mysterio's flunky reached his ears. _"Can't that brat shut up?"_

"Not yet, but it will be. You just need to be patient Ichi-."

"Onii-chan! You promised you would stick to our names! Why aren't you playing the game right?"

"Alright, settle down Kangaroo. It's not that big of a deal. The ambush… game… hasn't begun yet. Can't you go back to reading Shonen Jump?"

"But I'm _booored_! All the chapters are just talking and planning and setup! There aren't any good gory bits!"

Tomura glared at the two cronies that Mysterio sent along. Kangaroo and Frog Man, two snot-nosed brats no older than the drooling little degenerates who followed All Might's every word in this school. Kangaroo was the youngest, her tanned legs showing from beneath the skirt of the U.A uniform she wore. Thankfully she also wore bloomers, but they along with the loose white socks emphasized the gleaming hard plastic dome on the side of her thighs that had steel wires underneath. A sign of Mysterio's "improvements" to her body.

Her older brother, Frog Man, was little better. He went along with his sister's demand that they wear the "cool" U.A uniforms along with their dorky masks. The only alteration he made was the small frog pin on the collar and the frog-like gloves that covered his hands. He held some stupid space-age rifle, the 'barrel' having air holes that let off some kind of glowing blue steam and "AIM" emblazoned along the stock.

 _"It would be so easy. It would solve all my problems if I could just reach over and eliminate them. It would end this stupid itch and I will feel absolutely freakin' giddy when I get out of here."_

But no, he had to be "polite" to Mysterio's flunkies. They were gold-star members of his stupid app and were better than most of the pawns he brought along.

"But did you read them all?" Frog Man asked his sister, who was rocking on her heels.

"Yes, I did…" Kangaroo looked hopefully at her brother. "Does that mean I get a reward?"

Frog Man chuckled and reached into his pocket. "Yup, that's right! You read all by yourself and kept reading until the end, so…" He took out a box of candy and tossed it towards her. "...I got you your favorite!"

"Yay! Thankyouthankyouthankyou!" She opened the box and lifted her mask to free her mouth to the cool air. "Bottoms up!"

She began devouring the candy, munching and chewing and _slobbering_! It was echoing inside their hiding spot and getting on his last nerve…!

Tomura scratched harder. Nothing was going right in the past two days.

For starters, Mysterio had made his move and the sheep were actually buying into it! They were quaking in fear alright, and Mysterio had mentioned the League of Villains as promised, but all they were talking about were Mysterio and the Enforcers!

"I don't get it…" Tomura took out his phone and scrolled through the news articles. Mysterio this, Mysterio that, Mysterio everywhere! "That bastard kills a bunch of nobodies and suddenly he's this big deal! The sheep will just eat anything up!"

He didn't get it. Mysterio and his flunkies kill All Might's sidekick and a bunch of second-stringers, not Endeavor and other members of the Top Ten!

This was supposed to be his time! He was supposed to be the one to bring Sensei's message to the world!

 _"Instead I'm playing babysitter to a couple of brats and the little shits I'm going to kill are just going to know us as that group Mysterio mentioned!"_

And there was the way Mysterio forced his two flunkies on him. He was acting as if it were some grand freakin' gesture even though he had Nomu and Kurogiri!

The words he said made the itch grow worse.

 ** _"If you have these two by your side, your little plan might have a greater chance to succeed."_**

 _"Bullshit! It's all bullshit! He thinks he's so tough because he's got a bunch of no-names that kill second-stringers!"_

But he didn't have anything under his belt. At least not yet.

He needed to prove himself. He needed some way to show Mysterio that he wasn't playing his tune.

 _"Mysterio is just another tool for you to use as you see fit."_

That he didn't need him but "appreciated" his help.

 _"He needs to believe he is in control of his actions, and if you can use that then he will help you rise."_

Tomura wanted to do what his Sensei said. To make Mysterio believe that he was more than just another tool in the toolbox. A disposable ally who they can take from with a few words and dispose of at any time.

 _"But I need men. Not just cannon fodder who buy what that bastard is saying. I've got Kurogiri and Nomu, but I will need more. Enough so that I can utterly destroy that bastard!"_

His eyes caught the site of an article that was surprisingly not about Mysterio. That alone made the itching subside, so he clicked on it and read.

 ** _Mysterious "Spider-Man" Death!_**

 _The body of noted biochemist Ryuko Ozaki was found dead earlier today in her hotel room following her attendance at the Allied Genetics Conference. Her body was discovered by the hotel staff during their cleaning rounds and notified police immediately. Investigators are stumped at the cause of death, as her remains had been completely drained of their blood and organs. Independent sources confirmed that her hotel room was littered with various webs, however these webs did not dissolve within an hour and are supposedly organic._

 _With the Spider-Man vigilante under intense watch by Heroes in Poli Mana Hospital and the police confirming time of death happening at one in the morning, we have to ask ourselves… has this Spider-Man inspired a serial killer?_

Tomura stared at the article, his interest rising as he read it again. A serial killer with webs like Spider-Man and who could drain people? But why hadn't he heard of this person before? Why hadn't Mysterio brought it up? Surely something like that would make the loser rage a bit.

 _"And this guy managed to stay hidden from Heroes…"_

More words from his master echoed in his head.

 _"And if you're upset about having to rely on Mysterio's men… perhaps a way to alleviate this feeling is to try and recruit your own followers yourself."_

Something to consider…

"Oooh! I can feel the rush coming on!" Kangaroo tossed aside her candy box and was hopping from foot to floor, shadowboxing the air. "That's the stuff! Candy and bloodshed are such a great mix, Onii-chan! I wanna get started right away! I wanna kick and punch and make them barf out their organs to see all the pretty colors! It's going to be so much _fun_! I want the game to start right now!"

"Kangaroo, please stop talking like that!" Frog Man whined. "You know I hate it when you talk like that!"

"Sorry Onii-chan, but I just wanna play the game so badly!"

Kurogiri came to his side and leaned down. "The bus is approaching. Our time to strike is near."

"Great… we'll wait until they get inside before starting the show."

Patience wasn't one of his strong suits, but he managed to stay calm and keep the itch down by imagining two things.

One, All Might gasping and dying in the middle of a bloody massacre where all his precious students and Heroes were nothing more than stains.

Second, Nomu tearing Kangaroo and Frog Man limb from limb like a child would do with a pair of tweezers to a spider.

They were nice thoughts.

* * *

"Hello Class 1-A!" Midnight strutted in front of the bus, holding her riding crop across her shoulders. She swung her hips with every step she took, drawing attention to all her curves. "I must say, I love it when little boys and girls show how disciplined they are! It makes future lessons easier and makes you less prone to receive punishment!"

Izuku looked to the ground, his cheeks burning as he tried to think of anything but Midnight. _"That new chapter of Left Hand of Darkness in Shonen Jump was really something! Man, I never would've thought that Genly would be able to beat Admiral Le Guin after surviving crashing his starship on the planet Gethen!"_

It did not help.

"Midoriya-san, please keep your head up." Yaoyorozu whispered to him, ending his attempt at calming himself. Luckily, Midnight was now standing straight and looking at them with an amused smirk on her face. The fact that she wasn't moving anymore made things slightly better for him.

"Cool! It's Midnight!" Sero giggled from behind. "I heard that she was a teacher here, but I had to see it to believe it!"

"I love this school…" Kaminari and Mineta moaned at the same time, and Izuku could only guess that they were practically drooling as they ogled at Midnight.

"Midnight will be assisting me in this rescue course." Aizawa explained, motioning to the bus. "You'll get further details once we get to the facility. It's about ten minutes away, so I want you all to not cause any trouble on the bus."

"Yes sir!"

"Okay, everyone!" Yaoyorozu shouted as she turned to face the class. "Line up single file so we can get on with minimum fuss!"

As they followed instructions with him and Yaoyorozu leading the pack, Izuku thought about the rescue course.

As Heroes, it was their responsibility to be one of several first responders during natural disasters, fires, and even a riot. They needed to be taught to move efficiently through uneven and dangerous landscapes to rescue civilians who were trapped inside without injuring them.

 _"But three Heroes? It must be because of the break-in and Mysterio's video."_ The school wanted to keep them safe in case something happened. Not that Izuku expected much. U.A was, after all, heavily guarded and the teachers wrapped up the break-in within a few moments. _"This is just a precaution. Nothing more."_

He sat down in the seat closest to the driver while the teachers remained standing. Across from him was Yaoyorozu who had her hands on her lap while Aoyama sat to his left.

 _"Still, I'm pretty excited!"_ For years he'd admired seeing All Might in action, diffusing crisis after crisis with that fearless smile of his. Helping the needy and desperate, facing off against nature itself to save everyon _e! "I'm going to be like him, and with powers like Peter's I should be just as effective!"_

" _Excusez-moi_!" Izuku turned his head to Aoyama, who was staring at him with his chin resting on his hand. "I couldn't help but notice that you're wearing your costume!"

"Yeah, that's pretty surprising!" Ashido shouted from the opposite side of the bus. "You and Bakugou were really going at it, and he's the only one who got seriously messed up!"

"Y-Yeah…" Izuku looked down and fidgeted. "It's just luck, really. My phasing Quirk helped me out a lot, so there wasn't much for the Support Department to fix."

He needed to talk to them regarding his web formula though. Having it melt in high heat would cause problems in the future.

"Y'know, I can't help but notice that you've got a pretty wide variety of powers from your Quirk, Midoriya-chan." Tsuyu mentioned, her eyes boring into him. "You're tough, you can climb up walls, you can phase, and even have a lot of strength… But you don't look like a mutant-type Quirk like me or Shoji-chan. I've also never heard of spiders passing through walls."

"I-I just got lucky is all!" Izuku tried to play it cool but he was already feeling flustered. "It's a mutation!"

"Oh yeah…" Sato muttered while looking up in wonder. "I think I read about those somewhere. It's when members of a family get a Quirk that's totally different or more powerful than what's usually passed around."

Izuku let out a breath of relief. He only found out about mutations while surfing the web last night to take his mind off of Sir Nighteye. _"Who knew it would be so useful?"_

"So it's not just luck, it's a freakin' jackpot." Jirou pointed towards a fuming Kacchan. "Well, figures you need one genetic jackpot to beat another."

"Shaddup!" Kacchan barked out. "Who asked for your opinion, Headphones!?"

"I'm entitled to one since I helped beat you."

"Gah!" Kacchan looked away. "Well, it doesn't matter! I'm going to ace this course so hard that Deku's gonna be left in the dust!"

 _"Well, at least Kacchan wants to beat me in a rescue course."_ Part of him was relieved that his childhood friend was no longer trying to beat him through just brute force. Now he was channeling his strength toward become a better Hero! _"Though I wish he wouldn't treat everything like it was a no-holds barred fight."_

"Well, I think that's great!" Uraraka peeked her head up from her seat and smiled at him. "With all those powers it's no wonder why you decided to make your costume like Spider-Man's!"

"Yeah!" Hagakure leaned past Todoroki and waved her hand. "Had to admit, I had my doubts about that since I thought it was kinda lazy but after seeing you move it totally fits!"

"I dunno. I think there's probably a ton of different styles he could've chosen without the Spider-Man one." Ojiro shrugged. "But I'm not one to judge."

"No kidding, Skywalker!" With Sero's crack everyone on the bus except for Kacchan and Todoroki burst into laughter.

It was really nice heading to their next class, laughing without any worries in their hearts.

 _"I wish I had this in my old school…"_

"Alright, pipe down all of you!" Aizawa glanced at them while raising his voice. "We're here, so get ready."

Izuku pressed his face against the glass as USJ pulled into view. It was one of the many special facilities U.A built to train the next generation of Heroes. This one specialized in replicating disaster zones for classes to practice rescue operations.

 _"And that's where we're going to train…"_ Izuku felt his excitement return. _"I wonder who our third teacher will be?"_

The bus stopped in front of the gate and Yaoyorozu got up. "Be sure to leave the bus one at a time, everyone!" Everyone followed her lead and headed outside one by one with Izuku directly behind her.

But the moment he set foot outside the bus he felt his head begin to throb.

 _"What?"_ He placed his hand on his forehead. The throbbing, tingling sensation was low but unmistakable. _"Spider-Sense? Here of all places?"_

"Are you okay?" Izuku looked back to see Aoyama, his usual smirk now having a raised eyebrow added to it.

"Y-Yeah! Fine!" Izuku continued to follow Yaoyorozu. He took a quick look around, but all he saw were passing cars. _"Nothing's happening… maybe it's just picking up the disaster zones inside the USJ? Any of those can be dangerous if we're not careful."_

Before he could think about it anymore, a voice caught his attention.

"I'm glad to finally meet you all!"

Izuku looked up and saw before them the Space Hero, Thirteen. The Pro was standing casually in front of the USJ, raising her hand and waving at them.

"OHMYGOSH!" Izuku's fanboy side overcame him as he began to mutter. "That's the Space Hero, Thirteen! The chivalrous Pro who helps out with disaster relief across the world!"

"This is awesome! Totally awesome!" He heard Uraraka shout from behind him. "Thirteen's one of my favorite Heroes! I always wanted to meet her!"

"Well, now we're getting taught by her so I think that's a step up for year." Jirou drawled, but the grin on her face showed that she was psyched for this lesson too.

"Follow me, everyone! I can't wait to show you all what's inside!"

They followed Thirteen further inside where she began to explain the USJ to everyone that wasn't aware of its function, even noting how she helped to build it with rescue classes in mind.

"Now, before we begin I must state a few things." Thirteen raised her hands and said, I'm sure you're all aware of the nature of my Quirk, Black Hole."

"Yeah!" Izuku shouted with glee as he continued. "You use it to suck in debris that civilians are trapped under so they can be treated for their injuries by professionals!"

"Yes, but it can easily be used to kill."

Everyone grew silent at that.

Thirteen continued, her voice growing firm. "Many of you have Quirks that can be considered dangerous. Many forget this fact, but Quirks are stringently monitored and regulated so we overlook this. All of you need to remember that if you lose focus, even for a second, you can injure the very people you are trying to save!"

That sobering reminder caused Izuku to look down at his hands. He'd spent last spring treating everything from doorknobs to people's hands like wet cardboard. Even then, he flattened an alarm clock while trying to hit the snooze button one morning. What would happen if he ever punched someone with all his might?.

"Because of Aizawa-sensei's fitness test, all of you have a good idea about your Quirk's potential while All Might's combat training showed you how dangerous they can be when used against other people." Thirteen motioned to the inside of the USJ. "Carry those lessons to this class! Today, you will be using those Quirks to help people on the field!"

"Unfortunately, we cannot just let you use those Quirks solely for rescue today." Midnight strolled up and stood beside Thirteen. "We live in a dangerous world, as such you must be prepared for any eventuality! At a certain point, you will be required to battle against enemies during your rescue operations within the environments. You will need to restrain them without damaging your surroundings and with as little force as possible! I will be watching and grading you all. So remember…"

She winked at them.

"Performance is key, boys and girls!"

"Doing both is essential to becoming a Hero. The only thing you need to prioritize is the safety of others!" Thirteen bowed. "Thank you all for listening!"

Everyone clapped and cheered at Thirteen and Midnight's speeches. Izuku's excitement rose even more.

This was it! This was what being a Hero was all about!

Izuku's elation evaporated as agony tore through his brain. It was like someone had rammed an ice pick through his skull. He doubled over and screamed while clutching his head. If his Spider-Sense had been a warning bell before, this was a blaring siren.

"Midoriya?" Aoyama caught him before he collapsed. The other students crowded around them. "What's wrong? Are you getting a migraine?"

"N-No! Something's wrong!" His Spider-Sense wouldn't let up. Danger could be anywhere. It could be everywhere.

The lights began to turn off one by one, the fountain flickering as if something was disturbing its flow. Izuku could feel everyone's apprehension grow with each passing second.

"D-Danger! We're all in danger! We have to get out of here now!" he screamed, looking desperately at his teachers for instructions.

None of them responded. Their gazes were fixed on something further into the USJ. Midnight's seductive smirk and Aizawa's perpetual bored expression were gone, their eyes narrowing in the distance.

Izuku looked past them to see what had grabbed their attention.

The fountain was now completely obscured by a ghastly cloud of smoke. Two yellow eyes were on top, seeming to look at them impassively.

"What the heck is that?" Kirishima scratched his head in confusion. "We're doing the combat portion already?"

"All of you, stay behind us!" Aizawa barked as he put on his goggles. "This isn't part of the course!"

Then they saw figures crawl out of the darkness.

The first was a gray-haired man with a disembodied hand covering his face and hands gripping his body. He seemed to look up at them, and although he couldn't see it, Izuku could feel the evil smirk.

One by one, other figures began to crawl out. Men and women with varying degrees of Quirk mutations, some dressed in spandex while others wore civilian clothes. A few carried weapons, some wore suits that Izuku could recognize.

 _"S-Stilt-Man armor!? Rocket Racer rollerskates!? W-Wait, is that the first Spider-Slayer!?_

When most of the force was out of the portal, three other figures stood beside the leader. One was a large, black humanoid monster with a hulking, scarred body. Its brain was exposed, while its large, lidless eyes were embedded on either side of it. Its mouth had bird-like beak that did little to obscure the many rows of sharp teeth.

The other two were shorter and wore U.A uniforms. A boy and girl, who Izuku could only guess were his age. The girl had darker tanned skin with red sparring gloves, but sticking out of her thighs was the smooth metal casing of some kind of machine. The boy had lighter skin and no obvious implants, but wielded a large gun slung over his left shoulder.

There were also the masks they wore, which covered their whole faces and were ridiculously cartoonish. The girl wore what vaguely looked like a kangaroo head while the boy wore the head of a frog, the light reflecting off of the dumb, googly eyes.

"Thirteen, keep the students behind you!" Midnight stood beside Aizawa, taking a whip off her belt and glaring down. "All of you, these are Villains! This is not a drill, so stay back and be ready for anything!"

 _"V-Villains!? Here!?"_

Izuku didn't want to believe it, but his Spider-Sense and his eyes didn't lie.

Villains had managed to break into U.A.

His mother's fears were confirmed.

Nowhere was safe.

* * *

 **To be Continued...**

* * *

 **Note:** **Holy crap, this came out pretty damn quick! Special thanks goes to reppuzan for his work!**

 **Part of the reason why I got this out so fast was because, like you guys, I thought last chapter was _unbelievably_ dark. I still planned it, and I expected a lot of backlash from it because nobody likes seeing heroes being beaten by the villains. Especially in gory detail like that, though blame the influence of Stephen King and Neil Gaiman on that who are awesome writers and you should read all their work. Several people gave up on this fic or suggested I put in trigger warnings.**

 **I'm sorry if the last chapter disturbed anyone, and I honestly never wish to harm people emotionally. However, when it comes to the topic of trigger warnings I follow Neil Gaiman's advice in that we have to find our comfort zones and limits somewhere and we can't do that if we're warned all the time. Part of the joy of reading is discovering through the story.**

 **I thought this chapter was pretty therapeutic because I got to look into the various characters processing the events and deciding to keep moving forward. And man, we're already at the USJ! Expect some awesome action and a few laughs along the way!**

 **Be sure to check out this fic's TV Tropes page!**

 **Make sure you leave a review and let me know what you think!**


	18. Issue 17 - Double Trouble

"Where is he...?" Tomura muttered as he dragged the nail of his index finger down his neck. "All Might was supposed to be here!"

Their introduction had gone so well too! Kurogiri had expanded himself in just the way he envisioned it, allowing them to appear in the middle of the USJ for those idiots and the brats to see. They saw just how _screwed_ they were.

An army of Villains was ready and willing to kill at his command. And they didn't mind killing children so long as they were paid enough.

Considering all the wealth Sensei had accrued over the years, their demands were well met.

The only things he could've done without were the weapons that bastard provided and the stupid brats he was chaperoning.

"I had this all planned out, and he didn't even have the decency to show up...!?" The itch was returning and he couldn't scratch it. Doing it now would be a sign of weakness, and he would not allow himself to do that. Not at the beginning of his grand entrance. Not in front of that little shot who was just staring at his neck and panting while smiling underneath that stupid kangaroo mask!

"It seems that there has been a change in the schedule," Kurogiri said in his booming, echoing voice that carried even when he spoke softly. The Heroes were probably listening in too, trying to get a read on the situation. "Eraserhead and Thirteen are here as we expected, but All Might is gone and Midnight is with them. If I had to guess, All Might has taken time off to deal with the loss."

"Huh? Why's that?" Kangaroo turned to her brother. "Do you know, Onii-chan?"

"Sir Nighteye was All Might's sidekick, remember?" Frog-Man sighed. "Sometimes, when people die their family and friends take it very hard."

"But why?" Kangaroo giggled as balanced herself on her heels. "I mean, the way that guy died was totally cool! I mean, Mysterio-sama just fried him and he probably smelled like tokoyaki! Then he went off the roof..." Suddenly, she raised her right leg until her knee was practically by her ear. "...and fell..." In a blur of motion, the leg came down and crashed against the ground, creating a small crater beneath her foot. "...and then went splat! Splat! It was such a good video, even if there wasn't much gore when Nighteye landed on the car. Seriously why did Mysterio-sama have to make that scene so short!?"

Frog-Man shifted uncomfortably. "I mean, imagine if that were me and you'll get wh-."

"Don't say that!" Kangaroo's gleeful mood turned to fear and anger. She got in front of her brother and jabbed her finger into Frog-Man's chest. "Don't ever make me think that! You're not a toy, Onii-chan. Not like them! If it were you, I would kill the bastards who did it until they were smashed-up Swedish Fish underneath my feet! Do you hear me!? I would... would..." Sniffles came from underneath the mask, disgusting Tomura. He could already imagine the snot coming out of her nose.

"Calm down, just calm down, Ichigo." He pulled her into a hug with his free right hand. "I'm not going anywhere, okay? Look, we can go and have some fun after this job, alright? Please, stop crying. After you have your... your fun we can...!"

"Both of you shut up!" Tomura hissed and he ignored the feeling that Frog-Man was glaring at him. The little snot wouldn't kill him, he didn't have the guts for it unless his sister wanted it done. He was already getting a headache on top of the itching, and while killing both of them would make it clear to the Heroes that he wasn't screwing around, Kurogiri would tell Sensei. "Damn..."

"We wouldn't be in such a situation if you used Mysterio's tool to give us regular updates." Kurogiri pointed out, his voice filled with disapproval. "Considering that it was in the system it would..."

"We don't need it!" Tomura shouted as he looked from the already advancing pawns to the brats. "That bastard only gave us the switch to rub it in my face. I can do with without some stupid AI. After all..." he looked towards Nomu, the hulking beast standing still as its dull eyes looked at nothing. "I have _you_."

Nomu was his real trump card. If he had to put things into video game logic, Nomu was his buffed-up NPC party member that Sensei poured all the experience points into. One just as strong if not stronger than the actual bosses, especially with all the little cheat codes used to buff him up.

Who needed the "Living Brain" when Nomu was more than enough for All Might?

A plan began to blossom in his mind. A beautifully simple plan that would calm his nerves and achieve his goal in one-fell swoop.

"So, All Might isn't here because he's weeping over his nobody of a sidekick? That's fine." Tomura pointed to the Heroes and the brats. "We'll just kill all of them. Then we'll stroll up to the school. Let's see how many bodies it'll take before the boss actually shows up."

He could see the narrowed eyes of Eraserhead, Midnight, and Thirteen. He could feel the fear emanating from the brats.

Maybe Mysterio had gotten the jump on him, but these idiots weren't fearing Mysterio right now.

They feared him, Tomura Shigaraki!

 _"And once I kill their precious Symbol of Peace... nobody will remember your name."_

* * *

"No way... Villains?" Kirishima's face broke into a forced grin as he glanced at Aizawa. "This is a joke, right? Those have to be actors or something! Come on Aizawa-sensei, you've gotta be pullin' our le-!"

"This is no joke, Kirishima." Midnight said firmly, all traces of her usual seductive tone were gone. "This is real. Thirteen! See if you can reach the school to alert them about this!"

"It's no good. I'm not getting a signal here." Thirteen walked in front of her students but behind her two fellow teachers. "If I had to guess, then they must be doing something to stop us from contacting anyone."

 _"This is for real..."_ Izuku was seeing it, but it was still hard to believe. _"Villains made it into U.A! B-But how!? The security system should've been able to detect them and...!"_

It hit him in an instant, the memories of yesterday and the swarm of reporters flooding through the gates.

 _"They must've snuck in while the teachers were distracted! Then they just had to sit here for a night when the system rebooted so they couldn't get caught! The system won't say there's an intruder if the Villains were already inside!"_

"You feeling okay, dude?" Jirou asked as Aoyama helped him back up.

"Y-Yeah..." He massaged his forehead, feeling the beads of sweat breaking out from his skin before being absorbed in his mask's material. "I don't think my Spider-Sense is going to go off like that again. The danger's already here..."

"Wish we could've gotten it five minutes ago." Sero grumbled as his eyes narrowed in the distance. "We would've just steered clear from this place."

Izuku tried hard not to wince at that. _"Seriously wish this power was more consistent."_

"Thirteen! What do we do!?" Uraraka asked, her eyes wide and frightened.

 _"Not that I can blame her. We're all scared."_ Some were better at it than others. Like Todoroki, whose expression was as stony as But his body was tense and hands curled into fists. Mineta was the worst of them all, tears running down his cheeks and body shaking in fright.

Kacchan was the only one who didn't seem scared. He instead sported a grin that went from ear to ear. But Izuku knew that a part of him wasn't thrilled by this development. No sane person would be completely calm and composed at a time like this.

An air of unease wound its way through his classmates, fear-tinged glances were being thrown from one to another in anticipation for their teachers' next move.

"Kaminari." Aizawa began to bring down his goggles. "Try contacting anyone outside using your Quirk."

"R-Right..." Kaminari placed his hand over his earpiece and after a few seconds he shook his head. "No good. All I'm getting is static."

"Okay." Midnight tossed something to Aizawa, who caught it with barely a glance before touching the bottom of his nose. If Izuku had to guess they were nose filters. "Thirteen, bring the students outside and get them as far away as possible. Once you're able to call for backup, do it and keep heading towards the school."

"But, Sensei!" Yaoyorozu was going to say more but Midnight raised her hand.

"Class representative! It's your duty to lead your classmates to safety!" She motioned to the two of them. "It's ours to fight the Villains. Assist Thirteen and get out of here while we hold them off."

 _"They're ready to do this."_ Izuku could not help but marvel at the two teachers as they began walking towards the stairway where a horde of bloodthirsty Villains waited at the bottom. _"They're willing take on an army of Villains to save us, even if it means dying for it."_

This was it. This was what it meant to be a Hero.

He was seeing in action what All Might and hundreds of other Heroes went through every day.

"I'll draw their attention." Aizawa brought up his scarf to cover his mouth. "Follow my lead."

Midnight smirked. "Whatever happened to 'ladies first', Eraserhead?"

"Chivalry's a dead concept."

With that, Aizawa leapt into the fray. Izuku watched as his teacher barreled toward the advancing Villains.

"Hah! What a dumbass!" One Villain grinned as he pointed his gunbarrel-like fingers at Aizawa. Several others gathered around him, including one wearing Stilt-Man armor. "Shooting Squad, this is our opportunity! Take aim..."

Aizawa didn't give him the opportunity to finish. His scarf unfurled and he thrust his right hand forward. The capture cloth shot out and wrapped around the Villain who was looking at his misfiring hands in confusion. The teacher grabbed his scarf with both hands and pulled himself forward. His right foot planted itself in the Villain's face while his scarf uncurled. A female Villain shouted as her two silver pigtails began to twirl at the end, only for them to stop.

He responded with a roundhouse kick to the side of her head, bringing her down in an instant.

 _"Those goggles... they're hiding his eyes. None of them can tell who he's looking at!"_ It was an effective method to spread fear amongst the ranks. Any one of their Quirks could fail at a critical moment and it was in that moment of confusion Aizawa would strike. _"But he can't keep it up with that many Villains, and not when they have that gear and Mutation-type Quirks!"_

The other Villains began to recover, attempting to circle around the Erasure Hero. But their teacher wasn't letting them have it. He kept breaking their formation, hitting and jumping back. A knee to the side here and a punch to the face there.

"Enough of this!" The Stilt-Man legs stretched to fifteen feet in a second while aiming his gauntlets at Aizawa. "Sure, you can screw with our Quirks but you've got nothing on this! I'm going to blast you to kingdom come, and when I'm done with y-!"

Aizawa moved while Stilt-Man shot at the ground he was formerly standing in. Before Izuku could blink, Aizawa slid between the man's legs and turned around. He wrapped his scarf around the man's midsection and tugged it down. The man's arms wheeled as he began to fall back, his extended right leg raising and kicking back another Villain. Aizawa released the scarf and ran out of the path of the falling Villain as he came crashing to the ground.

"You're up, Midnight!"

Izuku looked back towards the bottom of the stairs to see the woman pinching the fabric covering her shoulders to the hoots and hollers of the Villains noticing her.

"Hey, it's the S&M Hero!" One leered with a grin. "What are you going to do? Put on a show before we kill ya?"

"Something like that." With that, Midnight tore the fabric and purple smoke began to rise from her skin.

"You idiot!" One Villain with black rock covering his head and the tops of her four arms. "Her Quirk knocks people out the more skin she shows! We need to take her out while we still can!"

He raised his right fist, winding back for a haymaker. Midnight smirked as she reached towards her waist.

She threw her crop into his eye, blinding him as he swung at empty air. As she crouched, Midnight tore off the fabric from her right thigh and caught her falling crop. The screaming hulk began to sway from side to side before falling down as the purplish smoke spread.

"Hey, Midoriya!"

Izuku felt someone shake him by the shoulder and turned to see Ashido. She thumbed him over to the rest of the class who was following Thirteen back to the entrance.

"Come on, man! We've gotta get out of here while there's still time!" Ashido glanced at their teachers. "They'll be fine, don't worry! They're Pros, after all!"

"Y-Yeah..." Izuku knew how weak that sounded. Once upon a time, he would've been confident in his teacher's victory; or at least their ability to hold out until backup arrived.

But the memory of Sir Nighteye and the other Heroes were still fresh in his mind. The Pros weren't invincible. They could be defeated by the Villains.

 _"N-No! Stop thinking like that! I need to have faith!"_

Izuku nodded and followed Ashido to catch up with their classmates, but his hands were tightening into fists.

 _"But still... I wish I could do more."_

* * *

"Yes, yes! Give it to 'em!" Kangaroo cheered as she punched the air, looking at Eraserhead's fight with glee as the Hero rammed his elbow into a lackey's mouth. "Break 'em and make 'em bleed! Oh man, this is so cool! The only thing that would make it cooler is if I could break him apart!"

"Then go out there already! This crap is what you want, isn't it!?" Tomura hissed to the girl who shook her head.

"No way! Then I'd have to share the fun with those nobodies!" She giggled and grabbed her brother's arm, hugging it tightly. "I don't let anyone play with my toys besides Onii-chan!"

"What good is having you two if you won't get down there and kill those two nobodies?" Tomura raked his index finger down his neck to alleviate some of the itchiness. "Damn... I can't believe Eraserhead and Midnight are this good. It's seriously annoying when the Pros are able to live up to their name."

He expected that the teachers would put up a fight, but he thought they would only take down ten or twenty before being overwhelmed. It was the entire reason why he brought the full force of the League of Villains with him and spread them out. The main muscle was here to handle the teachers while the rest were waiting around for Kurogiri to drop the brats.

But everything was going _wrong_. The two were taking down more Villains than expected and didn't seem to be slowing down. The fact that they would be overwhelmed was inevitable, but if just two teachers took out this many of Sensei's men, then the bastard would use it as some example of how inept he was.

 _"Sure, I can tell him how his flunkies just did nothing, but then he'll just come up with some stupid excuse to make this all my fault!"_

"Midnight's Quirk is effective. She has already subdued the Villains that were circling her." At Kurogiri's remark, Tomura looked to see that the various thugs that had circled her were now on the floor. The fabric of her arms were completely torn as was strips of the cloth that once covered her thighs. The smoke was getting thicker, obscuring the Hero as she took a whip off from her hip. "We are lucky that we're in open air, but if this continues..."

"Get that Scorcher chick over here and have her deal with the glorified stripper." Tomura looked towards the two brats. "Now, why don't you two do something useful and go get the brats!?"

"Hey!" Frog-Man moved in front of his sister, who was now standing still and staring at something in the distance. "Look, we were hired to help you but we're supposed to do it our way! And if Kangaroo doesn't want to act yet then she won't!"

"You're supposed to be helping us slaughter the Heroes and brats." Tomura thought about how easy it would be to grab the boy by his stupid mask and let his Quirk do the talking. "I don't see you doing that. So either you go out there and start shooting while your sister's having a psychotic moment or I'm going to make you realize who you're talking to."

"If she's not going then I won't either!"

"Some gold-star member you are. I bet that bastard dumped you on me because he thought it was funny!"

"Oh hey, Spider-Man's up there."

Kangaroo's bland statement silenced their argument. "What?" Tomura asked the girl who was now pointing up. He followed the path and noticed she was pointing at one of the brats who was watching the fight with wide eyes.

Tomura narrowed his eyes before they widened in realization.

 _"No... it's not that old geezer that Mysterio keeps ranting about. It's just one of the students... a kid copying Spider-Man?"_

Part of him wanted to berate Kangaroo for pointing out something utterly useless... but another part was actually kind of excited.

 _"If the bastard found out about this, then he would want to track the kid down himself. Take some private joy in killing the brat because he can't beat a fat old man who has beaten him for years."_ But he was here, he was seeing the kid and had the boy trapped in the USJ.

This little spider was caught in a web of Tomura's design..

 _"This... this needs to be special."_ He needed to kill the brat and use his death as something to hang over Mysterio's head. _"I'll have Nomu bring him to me. Have him break a couple of limbs so the kid doesn't try anything funny, and then...!"_

"I've got it!" Kangaroo began to crouch and stretch her legs. "Mysterio-sama put a huge target on Spider-Man! If we get him and bring his corpse, we'll get a ton of points."

What? "No! You're not going to do it!" Tomura began walking towards Kangaroo who seemed to be ignoring him. "That brat is mine! Kill the others if you want but leave him to me!"

"Get away from her!" Frog-Man was now raising his gun, pointing it towards him.

 _"Good, I needed an excuse to kill them."_

"Onii-chan! I've chosen my playmate!" She was now like a cat ready to pounce, the tips of her fingers touching the ground while her thigh muscles and machinery began to bulge and whirl. "Make sure nobody spoils my fun! I wanna take my time with him!"

After that, Kangaroo leapt. A crater marked her jumping-off point as she sped towards the retreating students.

"Nomu." At his command, the giant was behind Frog-Man and hand its massive hand over the brat's head. Despite that, Frog-Man began to slowly pull back the trigger.

"Shigaraki. Don't do anything rash," Kurogiri said firmly.

"Can't have traitors in the League, Kurogiri. Especially not insubordinate little brats like these two."

"Regardless, these two are meant to be in our care and our leader would disapprove of you executing the men Mysterio lent us." Kurogiri's eyes honed in on Frog-Man. "Go and retrieve your sister. We will have words with Mysterio about your behavior."

Tomura growled. He wanted to scream at Kurogiri and tell Nomu to just end the little snot and go get the brat. But it would be like pissing in the wind. "Let him go, Nomu." The League of Villain's living weapon released Frog-Man's head and the boy slowly loosened his hold on the trigger. "If you don't bring your sister here in the next five minutes, I'll kill you both. That's not a threat." He leaned down until he was face to face with the young Villain. "It's a promise."

"Not if we kill you first." Before Tomura could get the final word, Frog-Man was leaping after Kangaroo. He glanced up at Kurogiri. "Make sure you drop the brats all over this place, but bring that Spider-Man kid and those two to the center. It's time they pulled their weight."

"Very well." In a swirl of blackish-purple, Kurogiri was gone. He would be able to handle Thirteen and some kids.

After a couple of seconds to be sure that Kurogiri was out of earshot, he turned to Nomu. "As soon as those three arrive... kill the Heroes, Kangaroo, and Frog-Man. Bring the Spider-Brat to me, but break his legs." A chuckle escaped his lips. "Can't have him running out on us."

Nomu growled, confirming his command.

 _"Heh. The perfect crime."_ There wasn't anything he could do if Nomu unfortunately killed the two in the midst of all this chaos. It would be sad that he wasn't able to call off Nomu as he ripped Mysterio's pets apart while trying to get at the Heroes. _"Such a tragedy... and there's nothing Mysterio can do about it."_

Maybe Sensei would figure it out, but he would probably congratulate Tomura on his ploy.

With a wide grin, Tomura Shigaraki looked towards the descending Kangaroo and Frog-Man.

He was waiting for the best five minutes of his life.

* * *

Izuku felt his Spider-Sense tingle and knew what to do.

"DUCK!" He grabbed Ashido and leapt to the right just as something flew past his back in a gust of wind.

"Kyahaha!" An unfamiliar laugh echoed out while Izuku turned something zipped past his classmates. It was the Villain with the Kangaroo mask, her right foot skidding on the ground while her left leg was raised behind her like some cartoon character. "Oops! Overshot it a bit!"

 _"W-Was she aiming at me!?"_ No, he was probably just the closest student she could get to!

"DIE!" Not wasting any time, Kacchan jumped over their confused friends and raised his right hand that crackled with explosions.

The Villain giggled as she planted her foot down and jumped back. Bakugou's explosion passed underneath her as she sailed over the crowd again.

And although those reflective eyes gave no clues towards what she was staring at, Izuku couldn't help but feel like she was gazing directly at him.

"Crap! A Villain got here already!?" Jirou cried out while crouching down, her jack plugging into her speaker.

"Get back, everyone!" Thirteen lifted her hand and pointed her index finger at the Villain. "I'll…"

"Don't bother." Todoroki raised his right hand. "I'll handle this."

"Todoroki! Don't…!"

A pillar of ice rose from the ground at the girl, aiming to either hit her or be used to freeze her over. But with a twist of her body, the Villain swung her right leg to snap the top of the structure off and lob it back at Todoroki.

"Damn!" He raised an ice shield as the block crashed into it, raining ice shards down on everyone.

Izuku clenched his teeth as he and Ashido got back up. _"T-That kick! There's no way a normal person would be able to break a block of ice that thick! Does she have some kind of strength-enhancing Qui-?!"_

"Lame! L-A-M-E!" The Villain whined as she reared back her arms. Izuku could notice that the sleeves of her U.A Jacket were bulging like if she were flexing her muscles. "I hope you can make snow, because once I get my points I'm coming back to have even more fun!"

"Get ready!" Izuku fired two web lines at the Villain, who leaned her body back to avoid them while thrusting her arms out.

Her hands were normal, but what came out of the sleeves were like springs if they were made of flesh. Each loop was tan and he could see the tell-tale signs of skin pores and hair that glinted slightly in the light. The rings were stretching with each passing moment as they went past Izuku and Ashido's sides.

 _"Spring-like limbs!?"_ He turned around and saw that the hands were now gripping the edges of the stairway. _"And they're straining…"_

He understood what was happening before his Spider-Sense blared a warning.

He began to lean back but glanced at Ashido, who was lifting her arms, dripping with acid, to defend herself. _"If I dodge this, she'll become a target instead!"_ The springs of the arms would still clothesline her, but that would be nothing if she got hit by a kick from those legs!

"Sorry!" he shouted as stuck a web line to Ashido's back.

"Hey, wha-!?" She didn't have time to answer as he pulled, throwing his classmate on her rear and out of harm's way.

 _"Here it comes!"_

"Nice to meet ya, Spider-Man!" Even though his mind was screaming about how idiotic it was, he crossed his arms over his chest as the Villain dived towards him, the soles of feet racing toward him like the end of a blunted missile. "I'm the awesome Kangaroo-chan, and you're gonna be my playmate!"

Her feet collided with his arms and it took all of Izuku's strength not to scream as he was launched back. _"My bones…!"_ His arms were numb from pain and it still felt like someone took a sledgehammer to his chest. The worst part was that Kangaroo was still on him, laughing as she pressed down harder on him.

His back hit against the ground and he was now skidding on the tiled blocks that cracked and broke as her powerful legs continued to press down on him. _"I need to get out of here!"_ With a cry, he pushed up with his arms to shove her up. He slammed his hands and feet into the ground, willing his setules to stop his slide as the Villain passed over him.

"Hey, nice!" Kangaroo released her hold, the arms quickly compressing and returning to their regular form. "Usually toys just break apart and spill blood while screaming!" She began turning around, bringing her knees up as her thigh muscles expanded. "You're strong! So strong! I can't wait to se-!"

Izuku heard the sound of Jirou's speakers as the air distorted above him while explosions popped off overhead.

"Outta of my way, Headphones! That bitch is mine!" Kacchan shouted as he stood beside Jirou with his left gauntlet raised. They were the first in front of Todoroki's ice wall while the rest of their classmates were circling around.

Kangaroo let out a shrill scream of annoyance as she was flung further away from the force of the blasts. "Cheaters! Dirty rotten cheaters!"

"Hey, Deku! If you're not dead then hurry up and get off your ass!"

"R-Right!" Izuku scrambled to his feet, thanking the Support Department for the umpteenth time for the lack of road rash. _"Damn it! Why am I freezing up!?"_

He knew why. It was because real Villains were here and the memory of Sir Nighteye and the other Heroes' deaths were still fresh in his mind. The safety he once felt while walking through U.A's halls had vanished and he was still reeling from it.

 _"I'm waiting for Thirteen to tell me what to do instead of doing it!"_ His hands tightened into fists as he heard the sound of Jirou and Kacchan's continued barrage.

"Midoriya! Get out of there!" Jirou looked desperately at him. "We can't stick around and wait for-!"

Izuku heard a crash and turned around to see the cause. A new Villain wearing a frog mask had caught the girl with his left arm, gripping her tightly to stop her flight.

"Onii-chan! You came!"

"Of course I did! But we're going to get in trouble if we don't wrap this up and get back!" The frog Villain aimed his gun at Jirou and Kacchan. "So let's finish this!"

"What!? No! I've finally met someone just as strong as me! I wanna stay! I wanna…!"

Something fast and shining bright went over Izuku's head and nailed the frog Villain square in the head. He gasped as his head snapped back and his grip on his sister was released.

"What the…!?" Izuku saw that Aoyama had his hands on the back of his head and the device he wore on his midsection was glowing.

"You both talk far too much." Aoyama stated while calmly flipping his hair. "It is unbecoming of…!"

"YOU BASTARD!" Kangaroo's chipper and exuberant voice suddenly became shrill. She threw her arms back, her right curling around her brother while her left aimed towards Aoyama. "You're dead, you twinkly shit!" Like lightning, the spring-like limb extended towards the teen whose eyes were rapidly widening.

"No he isn't!" Izuku jumped up and snatched it out of the air. Izuku spun and yanked the limb down and the bodies of Kangaroo and her brother with it. They crashed into the ground, buckling from the force while her arms snapped back into place. _"Good, now Aoyama is…"_

"HELP!"

 _"Me and my big fat mouth."_

Izuku leapt back, turning to catch the hapless blond, only to find himself staring at empty air. One moment Aoyama was hurtling past Ashido towards him with Asui's tongue and Sero's tape missing him by a hair's breadth, the next he wasn't.

Izuku stumbled while landing. "Wha-?"

"Worry not, Midoriya-kun!" Izuku looked to the left and saw Iida gently setting down Aoyama who was shaking and sweating. "I've got Aoyama-kun, and he's uninjured! The Villain only managed to grab him by the collar!"

" _M-Merci_ …" Aoyama muttered aloud.

He let out a breath of relief. "Thanks, Iida-kun!"

"Save your breath, loser!" With the sound of lit firecrackers, Kacchan shoved past Izuku. "Don't go pattin' yourselves on the back until those Villains are down for the count!"

"Wait, Kacchan we can't…!"

"I agree." Todoroki rode on an ice slide towards them, reaching Izuku's right in a matter of seconds while raising his right hand. It turned pale and was coated in frost as he aimed it at Kangaroo and her brother. "We don't have time to waste."

"Todoroki! Bakugou! All of you need to fall back and get back here!" Thirteen sounded desperate as she regained her position of being in front of the other students. "That's an order!"

"This is insane…" Izuku couldn't believe how quickly the situation was spiraling out of control. Thirteen was barely keeping his classmates calm and Kacchan and Todoroki were blatantly disobeying her orders. _"But if we can beat these guys… wouldn't we be securing our own escape? Or would we just be wasting time?"_

"Bakugou-kun! Todoroki-kun! That's enough! We need to return and…"

"I'm afraid that's not an option anymore."

As the deep, echoing voice cut Iida's orders off. the area behind Kangaroo and the Frog Villain exploded in black.

A face formed at the top, a plume of purplish-black smoke with glowing yellow eyes. "That's the Villain that transported the rest into the courtyard!" Izuku gasped while taking a step back. "H-He really does have a teleporting Quirk! And at this range…"

"What the hell are you doing here!?" Kangaroo spat out while her brother groaned and shook his head. "I'm not done, Kurogiri!"

"But you are." Something in the black mass rippled as Kurogiri spoke. "The League cannot afford to have insubordinate members like you two… just like we cannot have the Heroes know about our presence on the school grounds just yet."

Tendrils erupted from the mass, advancing towards the two Villains. Izuku's Spider-Sense exploded in his head as a third came out, snaking towards…

 _"It's heading right for me!"_ He didn't waste any time and backflipped up and over it. _"I'm safe for now. But if I'm up here then it might hit the others!"_

Twisting himself, Izuku launched three webs in rapid succession, hitting Aoyama and Iida's chest armor while the last one stuck to Ashido's midsection. Before any of them could protest, he pulled them up with him into the air. They narrowly avoided Kurogiri's tentacle as it swept the ground, realizing that it had missed its prey.

"Oh, come on!" Ashido cried out in annoyance. "Give me a warning next time, Midoriya!"

"Sorry!"

"I see you're rather quick, young man." Kurogiri hummed to himself as the two other limbs neared their targets. The darkness expanded outwards like one of Thirteen's black holes. "But it won't save…"

"Hey, loser!" The sound of explosions and the light of fire and ice cut through the blackness as Kacchan and Todoroki came at Kurogiri's head from the sides, the explosive teen's grin widening more as he honed in on his target. "Instead of flapping your gums, you should pay more attention to your surroundings!"

"You…!"

"STAY OUT OF THIS!" Kangaroo screamed as she shot her left fist at the Villain. But instead of aiming for the head, the girl aimed lower and Izuku heard it hit something solid. "YOU DON'T GET TO DECIDE WHO I KILL, YOU STUPID TOY!"

"DIE!" At the same time, Kacchan and Todoroki unleashed their attacks onto the Villain's head.

Kurogiri cried out as his limbs shot up and flailed, more tendrils shooting out of his body as the ones intended for Izuku and the Villain siblings changed course. Instead, they wrapped around Iida, Todoroki, and Kacchan!

"NO!" Izuku cried as he launched another three webs at his classmates, but felt something encircle his head and midsection. Something was pulling him in! "Grab on! Don't let go!" He pulled and pulled, trying to reel his classmates back in, but he too was lifted off his feet before he could anchor himself to the floor. Iida grabbed onto the web and tried to reach for anyone he could, to no avail. The tendrils continued to wrap around Izuku's head, obscuring his vision while the screams of his classmates and Kacchan's curses rang in his ears. "Don't let…!"

Everything went black as he was flung into the abyss.

* * *

Tomura's heart leapt when he saw Kurogiri's portal open above the courtyard between the area the two Heroes were fighting in. "Get ready." He commanded Nomu, The creature was silent, his muscles barely twitching in response or anticipation. But he knew the hulking being had understood and would obey.

It would rush out and arrive to meet the brats before either of the two Heroes could blink, crushing them into red paste in a brutal show of his strength. _"Maybe he'll punch Kangaroo and she'll explode!"_ He giggled at this image and sorely wished that the mask would slip so he could see her shock and betrayal. Her bother would barely be able to utter a word before he shared her fate, a footnote in this grand showing of the League.

Nomu was something made specifically to match All Might, the Quirks grafted into his DNA designed to let him match the bastard blow for blow. Sure, Eraserhead could turn off one of those Quirks, but not all of them. And while Tomura could guess that Midnight could knock Nomu out if given enough time, his speed would turn her into a bloody smear before that became a problem.

 _"And then that'll just leave the Spider-Brat."_

He had been ruminating over what he would do. Killing him was going to be the end goal, no doubt. But he had been having trouble figuring out how to go about it. Should it just be quick? Was a speech in order, even if nobody besides the two of them and maybe Nomu hearing it?

 _"I would take a video of it… but Nomu would just break my phone and Kurogiri's gonna be pissed."_ Tomura tapped his chin in thought. _"Nah, no need for that. The bastard did his thing on video. I'll just make it quick and let him know it's his fault for wearing that stupid costume."_

Fear and confusion, those would be the two emotions swirling in his eyes before Tomura put his hand on the kid's face. Then it'll be a short few seconds, long enough for the brat to realize what was going on before he bit the dust.

 _"And I'll take off that mask as proof. Yeah, just so I can throw it on a table when I get back and Mysterio asks what it was like to destroy…"_

Three figures came out of Kurogiri's portal, none of them recognizable. A spiky-haired blond kid, a red and white-haired brat with a scar, and someone dressed up in full-body armor with engines on their legs. "What the hell!?" He began scratching his neck with both hands. "Where are they!? What the hell did you do, Kurogiri!?"

Kurogiri wouldn't go against his orders like this! Even if he knew Tomura's plans for the two siblings, he wouldn've at least dropped the U.A student dressed up as Spider-Man!

There was only one explanation for it.

 _"Kurogiri screwed up! One of those brats hit his weak point and threw off his aim!"_

He was pissed. Kurogiri got outmaneuvered by some snot-nosed punks and Nomu wasn't even moving! He was told to just go after Kangaroo, Frog-Man, and Spider-Man but since they weren't where they were supposed to be he was standing still like a broken toy!

"This… pisses… me… off!"

And if the brats weren't here… then where the hell did Kurogiri drop them off!?

* * *

Izuku's reacquaintance with the ground wasn't a welcome one.

"Ow…" He groaned while slowly getting onto his knees. His mind was racing, trying to piece together just what the hell had happened to him. _"That Villain… Kurogiri… he did something to me…"_

It felt so strange. It was like he was being dipped into quicksand, the darkness smothering him. and sucking the air from his lungs. Closing his eyes had made it better, but a feeling of vertigo not unlike his phasing passed through him with each passing second.

 _"He teleported me somewhere."_ He opened his eyes, brown dirt, some boulders, and bits of red clay greeting his vision. _"It's sloping upwards… am I on a mountain or something?"_

Izuku thought about the various areas of the USJ he saw from the edge of the stairway and shouted, "I'm in the mountai-!?"

"SHH!" A hand quickly covered his mouth, his hands snapped up on reflex to judo throw this person before he noticed the pigmentation.

Looking towards his right he saw Ashido, her curly pink hair dirty and disheveled. Worry was written all over her face and her left index finger was over her lips.

 _"Are we that close to the Villains!? The Villains are in this area too!?"_ It made sense. This was likely set up in advance to split them all up and drop them off in different locations to be ambushed.

He nodded to show he understood, making her drop her hands. "Are they really close?" Izuku whispered anxiously.

"They're a bit further down, but I don't wanna take any chances if one of them has a Quirk like Jirou-chan's." Ashido moved her head to the right and began to crawl on the ground. Izuku followed her a bit before he caught sight of Aoyama. He was by the ledge but further back which prevented him from seeing anything.

 _"Considering his costume, it's probably to stop anyone from seeing him."_ The armor and cape glittered in the light, making him sparkle more. In this kind of situation, Aoyama's greatest strength was now their biggest liability. "Are we the only ones here?"

She nodded gloomily. "If anyone else is, they're also hiding." She turned to Aoyama. "How are you holding up?"

" _Bien_. So far my tummy isn't acting up." He motioned to the edge. "They're arguing down there."

Izuku and Ashido exchanged a look. Neither of them were looking forward to risking discovery, but as long as they were here they should gather some information before deciding what to do next.

Slowly, they crawled and peeked over the edge. They weren't that far up. If Izuku had to compare it to anything their ledge was about the height of a second story building. Below, a group of Villains were arguing with Kangaroo who was standing in front of her now upright brother.

"Who the hell are you to tell us to get lost!?" One wearing a domino mask and spiky hair leaned down to match Kangaroo at eye-level. "Shigaraki made it clear that this is our turf! Go back to the courtyard and stick to your own! No way you're cuttin' in on our paycheck!"

"I don't care what Handy told you!" Kangaroo poked the man in the forehead, elicitating a growl from him. "Mysterio-sama told me I could have as much fun as I wanted when I got here, and my playmates are somewhere around here! I've made a playdate with Spider-Man, I've got a bone to pick with that sparkling shit, and my sugar high is gone!" She stamped her feet on the ground while waving her hands. "So do what I say or I'll cheer myself up with you!"

 _"The Villains are fighting with each other?"_ Maybe the League wasn't as unified as Mysterio made it out to be.

The man momentarily blinked before throwing back his head and laughing. "Ha! As if, shrimp! What the hell can a little brat like you d-!?"

He was cut off with a blur of motion. Kangaroo had hopped and roundhouse kicked the Villain's head off. Several of the Villains gasped while Ashido let out a small scream before covering her mouth, her black eyes widening in horror as the arms of the now dead Villain hung limply to its sides.

Izuku could only stare, mouth agape as Kangaroo returned to the ground with a sweep of her leg and the Villain's head hitting the ground with a thud.

The stump of the Villain's neck squirted and gurgled blood before it realized it was dead, collapsing on its back and spreading a blackish red pool.

"Pfft…!" Kangaroo laughed and pointed at the body. "Hah! Look at that! It's still going! It's like the stupid thing is still trying to breath!" She raised her foot up into the air. "Bet if I press down on its belly, it'll shoot out like a water gun! SPLURT!"

 _"That… how could she!?"_ Izuku's hands clenched into fists. _"This girl… she's crazy! She didn't need to kill him, and she's doing it for fun!?"_

This... This was the evil that needed to be stopped by Heroes like him.

"You little…!" One Villain began running towards her, electricity racing along his fingers preparing for an attack.

A flash of blue interrupted his declaration, his head thrown back and his body tumbling to the ground. The Frog Villain's gun was raised, his aim steady and true.

"All of you, get lost. Unless you all want your brains blown out."

The gathered Villains looked at one another for a second before turning tail. One turned his head and shouted over his shoulder, "You shits! We'll tell Shigaraki about this! You hear that Frog-Man!? You and your sister are done!"

The jeers and threats of the fleeing Villains grew fainter with each passing second, leaving the two siblings alone. Kangaroo lowered her leg, but didn't bring it down on the decapitated Villain and instead walked to her brother.

"I'm sorry, Onii-chan." She said in a subdued voice. "I've gotten you in trouble again."

"No, you didn't!" He put away his gun and placed his hand on her shoulder. "I've told you before, didn't I? No matter what you decide to do, I'll always be by your side to protect you."

"But now we're going to have to fight all those nobodies. They'll tell Handy and Handy'll tell Mysterio-sama! They'll come for me and… and…!" She lifted her mask and Izuku was surprised to see a cute tanned face, unblemished by any scars or any signs of her madness. She wiped the tears from her eyes. "I'll kill them all, but you'll still get hurt! That twinkling guy hit you and I was so angry! Breaking that nobody cheered me up but now I've screwed everything up!"

"Doesn't matter. It changes nothing." Frog-Man reached into his pocket and took out a box. "We were on the run before, the whole world against us because of something that's not even your fault. We'll just do it again. We'll kill those Heroes like you wanted and get out of here. Not even Mysterio will find us if we take a boat or plane somewhere far away. Just the two of us on the road again…"

"Thin Mints?" She pulled her brother into a tight hug, "Thank you… Even though I cause you so much trouble…"

"I'm your older brother." Frog-Man rubbed her back. "I'm supposed to help you. It's in the job description."

"If he were a real big brother, he would've locked her up for her own good!" Ashido hissed out, her body trembling in rage and fear. "What the hell is wrong with them!?"

"I don't know." Izuku answered honestly. To be honest, he didn't even want to know. "We have to stop them."

" _Quoi_?" Aoyama asked from behind them. "Wouldn't it be better if we waited for our teachers?"

"Hate to admit it, but he's right." Ashido grimaced. "We're only students, Midoriya. If we go down there…"

"Right now, there's only two of them with one focused on getting me and Aoyama-kun." Izuku didn't like dragging his classmates into this. His plan was going to get all of them hurt in some way, but if they didn't do this, then those two would continue on with their bloodlust and insanity. "If we keep hiding, then they'll wander off and hurt the others. I… I can't let that happen. That's not what a Hero would do, so I won't. And I don't think you will either."

Ashido was silent for a second. Slowly, she let out a sigh of defeat. "Yeah… you got me there. This is going to suck, though."

"Yes, it would be unbecoming of a future Hero to leave Villains alone." Izuku turned to see Aoyama nodding. The blonde was trembling, his shaking and clattering armor was proof of that. But Izuku could see the determined gleam in the boy's eyes. "Very well. What's the plan?"

Izuku allowed a shaky smile to spread across his lips. _"They're willing to risk their lives just to be Heroes…"_ He hadn't spoke to either of them regularly, something he was ashamed of. But now he knew they had more linking them together than just attending the same class.

Both of them had the inner strength to be Heroes when the time came.

"I know Ashido-san's Quirk is producing acid while your Quirk lets you shoot blasts from your navel, Aoyama-kun." He glanced at the two of them. "Any drawbacks?"

"If I use my Quirk too much, I get a tummy-ache." Aoyama looked to the side uncomfortably. "It depends on the length of time I maintain it or the amount of lasers I use."

"I've got pretty good control of my acid, but I've gotta keep focusing on the acidity." Ashido raised her hand as a clear liquid dripped from her fingers onto the ground. Izuku could hear sizzling and saw the wisps of smoke from the wet patches. "Otherwise things'll get pretty nasty."

"Okay…" Izuku rubbed his chin in thought. It all seemed pretty straightforward. "Both of them rely on their agility and jumping power for attacks, but Kangaroo's the most dangerous one. So Ashido-san and I will go down there. She'll act as ground support." He pointed at himself. "I can handle Kangaroo's strength and I'll take her out with my Venom Strike. Ashido-san, you'll use your acid on Frog-Man's legs to show off whatever technology he might be using to help himself out while Aoyama-kun will provide covering fire. I'll bring him down while he's distracted and restrain them both before we regroup with Aizawa-sensei and Midnight in the courtyard."

It was a reasonable plan, and the confident nods his classmates gave showed they thought so too. _"But so much can go wrong! What if Kangaroo is too fast for me!? What if Ashido gets shot before Aoyama can provide her cover!? What if…?"_

No. No time for that. He needed to take Peter's advice and use it. _"We'll cross that bridge when we get there."_

He and Ashido got onto their feet and he wrapped his right arm around her. "Now!" They shouted in unison while Aoyama scrambled for the edge. They leapt down, racing towards the Villains who were just noticing their presence

Time to be Heroes.

"Hey! It's Spide-!" Kangaroo's joyous tone shifted to confusion. "You brought those weaklings with you!?"

Izuku fired a web line at Kangaroo, but a quick leap back allowed her to avoid being caught in it. _"Good."_ It wasn't his plan to catch her like that anyways.

Tugging at the web, he and Ashido accelerated to the ground. Once they were close enough, he released his grip on Ashido who spun herself to kick at Frog-Man. He leapt up, avoiding the blow entirely and aimed his rifle down.

"You're mine, Hero!" The rifle's exhaust ports began to glow blue for a second, humming and pulsing in preparation for a shot.

Only for a beam of sparkling energy to hit the barrel, knocking it off course and shooting uselessly in the distance.

* * *

"Thanks!" Mina Ashido shouted, throwing Aoyama a quick peace sign before running towards the rapidly descending Frog-Man. "Better speed things up!"

People thought she was stupid, and for the most part they were right. Mina never really had a knack for studying. Why waste time on something she didn't enjoy? It was part of the reason why she studied better when she was with a group of friends rather than doing it alone.

But it didn't mean she was an idiot.

An idiot wouldn't be able to handle a Quirk like hers.

Focusing solely on the bottoms of her feet, she secreted her acid and made the mental calculations to up the acidity enough to turn the rocky ground to mud. It worked like a charm, the custom-made plastic boots standing up to the acid flowing through its pores and onto the ground.

She grinned while skating forward as if she were on a pair of roller skates, gaining more speed that before and caught up to the Villain. Curling her right hand into a fist, she jumped up and caught the Villain's chin in a right hook.

The benefit of dealing with someone whose Quirk involves leaping over tall buildings in a single bound?

She heard a satisfying crack as his head was thrown back and he fell onto the ground.

 _"It's easy to predict the descent. Sucks for you, buddy."_ She didn't waste time and began to leg it towards a particularly tall boulder by the mountain. It wouldn't take long for the Villain to recover and Mina would rather not be reduced to swiss cheese by glowing bullets.

Mina hated how some people thought that she was air-headed. She knew her stuff, but most of her interest in academics revolved solely around her Quirk. She needed to constantly study different kinds of acid and their chemical makeup, practice almost every day mastering which limb she would secrete it from and for how long.

If she didn't, people would get hurt and possibly die.

If not from the acid itself, then the fumes.

 _"So why shouldn't I have a bit of fun? Besides…"_ She heard the sound of a hum behind her and felt the air shift behind her left heel. Jumping up, she twisted her body out of the way of another energy bullet. _"...having a breakdancing hobby pays off!"_

Ducking, twirling, and leaping she had made it behind the boulder. Puffs of smoke and blue light came from the edges as Frog-Man continued to fire.

"That's not going to help you!" he cried. "You're dead! You hear me!? I'm not like my sister! I don't play around with my targets!"

"Yeah, then why are you flappin' your gums!?" Ashido raised her hands and allowed acid to drip from her palms. "Instead of monologuing, come and get me already! I'm dying of boredom here!"

Despite her boast, she was shaking. This was just like that time with the huge Villain confronting her friends back in middle school. She had put up a brave front, jumping between them without a second thought. Her voice, firm and strong as she stood in front of a guy who could probably squish her like a bug.

But she knew it had to be done. She couldn't show any weakness while danger stared at her in the face. It was only when it was gone and she was safe that she was allowed to cry.

 _"Which is nice, but how the heck am I supposed to get out of this one?"_

Frog-Man was going to leap up and have a clear shot at her. That was inevitable. _"So I've just gotta hope we can pull this off."_

She cupped her right hand around her left thumb while her left hand's fingers curled around the right. She had thought over how to make her acid attack long-distance and more accurate than just flinging around her arms like a madwoman.

 _"Well, better late than never."_ She turned and placed her right foot on the boulder. Using her acid to create small footholds, she quickly scaled the boulder as if she were going up a short stairway before she reached the top as Frog-Man began leaping upwards. At the same time, she jumped while raising her clasped hands. Several of Aoyama's beams raced over her, throwing the Villain's aim be thrown off and preventing him from just shooting her dead. _"Here goes nothin'!"_

Squeezing her right hand and turning up her acid's pressure, a small but powerful stream went up and doused the muzzle of the gun. In a matter of seconds, it melted over, sparks flying out of the exhaust ports as its owner tried in vain to shake it off.

"Shit!" Frog-Man cried as he threw the gun away. It hissed for a second before exploding in a bright blast of blue flame and smoke.

"YES!" Mina landed on the ground and pumped her fist in the air. She did it! Now the two of them were on even ground!

She had been pretty freaked out when Midoriya proposed they take on the Villains. Her first encounter with one made her break down into a sobbing mess. She knew how to fight, sure, but practice didn't prepare you for facing a real murderer. Thoughts of how she wasn't ready and how the teachers should handle the situation rang through her head.

But Midoriya was right. She couldn't stomach the idea of letting these two psychos run around doing what they wanted.

She didn't enter this school just to chicken out the first moment when the going got tough!

She advanced on the descending Villain, her eyes narrowed in reaffirmed determination.

 _"Midoriya… Aoyama… let's win this thing!"_

* * *

"Nice job, Aoyama-kun!" Izuku shouted as his hands hit the ground and vaulted at the descending Kangaroo, his hands outstretched and crackling with energy. "Now's my chance! While she's still trying to figure out what's going on…!"

"Hah! I get it! Ya wanna play tag now, right!?" Kangaroo threw her arms back and they returned to their spring form, her fists making contact with the ground first. She sprung off them, flying past him and grabbing him by the ankle on the way up. "Too bad, because that's my favorite!"

Her arm contracted and returned to normal, yanking him back up with her. _"Not good! She's going to throw me down!"_ No, this was perfect! He would be able to use his position to land a blow on her! He relaxed and allowed Kangaroo to land on the ground before using his weight and their speed to fling him over her shoulder. The ground raced into view and Izuku saw his chance.

He shot his arms out, catching himself and pivoting like a top to throw the same kick he used to shake up Kacchan. He heard a gasp of pain as his heel slammed into her chest, flinging her back as he followed-through with the motion to land on his feet. He then turned to swipe at her with his right hand, unleashing the energy of the Venom Strike.

But all that he hit was empty air.

Kangaroo was farther away, clutching the center of her chest and shaking.

"Hehe…" She wheezed and coughed. "That blow… you were holding back, weren't you?" A giggle escaped from beneath her mask. "You're strong, aren't you? Strong like me… stronger than all the nobodies and toys…"

Leading with her right leg, the Villain jumped straight at him with her arms reeled back and her fists ready to strike.

"FINALLY! SOMEONE WHO'S STRONG ENOUGH TO UNDERSTAND THE GAME!"

 _"She's coming in too fast!"_ Bringing both his hands up, he let loose streams of webbing to pin her to the floor. But she bounced out of the way each and every time, vanishing from sight whenever it looked like she was about to get hit.

"More… I want more…! The pain is as sweet as candy! Share it with m-!"

Kangaroo was silenced when Aoyama's beam struck her right shoulder. She screamed as she rolled on the ground as his attack dissipated. _"This is my chance!"_

Angling his arms, Izuku used two webs to slingshot himself towards the still recovering Villain.

"Annoying…"

Kangaroo leapt up, sailing above Izuku.

 _"Damn!"_

"You're annoying!" He turned his head and saw her arms extended, grasping Aoyama by the shoulders before she pulled them back.

"NO!" Aoyama let loose another laser, but it passed over the Villain's shoulder as she raced straight towards him. She raised both of her legs and brought them close to her chest, the thigh muscles and machinery pulsing and expanding with each passing millisecond.

Izuku's heart nearly stopped at the sight before him. _"She was able to get at Aoyama that quickly!?"_ He cursed himself. Why hadn't he thought of a way to keep Aoyama safe? _"He only has his beams! He's practically a sitting duck at close-range!"_

"This is for what you did to my brother, you bastard!"

Izuku leapt between them without thinking and reached for Aoyama before she could strike. Kangaroo's feet dug into Izuku's back instead, his shoulder blades creaking as she pushed down more and more. _"I can practically hear them grinding!"_ No time to dwell on that now. His arms wrapped around Aoyama as they flew back, Kangaroo using his body as a springboard to move ahead.

 _"Don't mess this up, Izuku! You've got this!"_ They somersaulted in the air for a brief second, Izuku's Spider-Sense flaring in a matter of seconds. He tucked in his chin and bent his arms, allowing himself to stumble with Aoyama before his back hit a wall.

" _M-Merci_ …" The blond muttered. "Please tell me you can still stand?"

"Yeah…" Peter's lessons on falling safely saved him yet again.

"Hey, why are you protecting that weakling?" Izuku looked to Kangaroo, who was standing with her hands on her hips and her head cocked to the side like a confused puppy. "You're strong, not like him."

He stared incredulously at the Villain while helping Aoyama to his feet. _"Is she for real?"_ He knew he wasn't supposed to banter with Villains, but the words left his throat before he could stop himself. "Because I'm going to be a Hero, that's why!"

"I don't get it." The mad glee from before had vanished. Now she sounded like a little girl asking her teacher why two plus two equals four. "You're strong. You're like me. You should be able to see the world for what it is."

 _"Come on, Izuku. Just shut up and rush her!"_ That's what every fibre of his being was telling him to do. Real Heroes didn't stop to banter when lives were on the line. Comics and manga only did it to increase tension or pad out the length of a story. A Hero needed to act, to save people as quickly as possible!

 _"But if I go at her, then she'll just leap away. She moves too fast for me, and she probably knows that I'm trying to grapple her for a reason."_ Kangaroo needed to be the one to make the first move. He would counter her instead of the other way around!

"You're right. I am strong." Izuku put his hand on his chest. "But it's because I'm strong that I have to help people who can't help themselves! To protect them from Villains like you!"

"People?" She pointed at Aoyama, who flinched at the act. "You mean the twinkling toy? He's not a person. He's a plaything."

"Stop spouting nonsense!"

"It's not nonsense." Kangaroo sighed as though she were about to explain a simple fact of life. "Even I got this when I was a little girl! I was strong! Insanely strong! Whenever I hit stuff, they stopped moving!" She reached up and flicked down her index finger. "Turned off, just like a light switch and sometimes squirted out blood! Like a toy that my mommy and daddy gave me! Then they had to get all mean and act like it's my fault for playing with my toys! Onii-chan was the only one who understood me…"

She jabbed a finger at him, accusing with a whiny voice that sounded desperate. "And you should too! You're stronger than all of them, aren't you!? You should see them as toys too! You shouldn't hold back because everyone else says it's wrong or whatever! They shouldn't be able to feed you pills and say that what makes you happy is something icky in your head! That's just how we're made. That's the way of the world works!"

 _"She honestly believes that."_ An emptiness filled his being, his stomach twisted with revulsion. _"She thinks she can do whatever she wants just because she has power."_

The girl was obviously psychotic, but that mindset… it was one that had shaped many Villains. The idea that they were unfairly put down by a world that owed them. That they should take what they want and damn everyone else as recompense.

Before Izuku could speak his mind, Aoyama stepped forward and coughed into his hand. "No, it isn't." Kangaroo stood silent as Aoyama smirked. "That kind of thinking… it's only for _disgracieux_ people like you. So, to be perfectly frank…"

He flipped his hair.

"Your 'it's the world's fault' speech can _va te faire foutre_. Oh, and that means 'go to hell', Villain."

Izuku looked at his blond classmate, doing all he can to not let his jaw drop in amazement. "T-That was so cool, Aoyama-kun!" Aoyama had never been 'cool' by any stretch of the definition! He was always going on about how amazing he was or how shiny things were, but this was something completely new!

 _"I just thought that he was showing off with all those French words! How did he make them sound so freakin' cool!?"_

"Good."

"You…" Kangaroo seethed, her arms shaking in rage.

And just like that, Aoyama turned on his heel and ran back behind cover. "I'll leave the next move to you, Midoriya-kun!"

"BAAASTARD!" She jumped forward with her right foot twisting her body as she flew towards them with her left leg drawn back and ready to kick.

 _"This is it! She's too angry to think clearly and she doesn't have any options to change course!"_ But he needed to time this just right or else she'll figure out something's wrong! _"She just needs to get closer…"_

She was ten meters away and Izuku's enhanced eyesight could practically see the grooves of her shoes.

 _"Closer…"_

Five meters now with the dried blood and dirt clinging to her legs.

 _"Closer…!"_

One meter…

Pain shot through his head, his Spider-Sense finally activating. _"Now!"_

With his right hand, he webbed Kangaroo's mask, blinding her. Her leg shot out, flailing wildly in the air as he stepped to the side. Not wasting a second he shot another web into her left shoe and pulled, turning her body mid-air towards him. "Aoyama-kun!"

"NAVEL LASER!" Aoyama used his Quirk to nail Kangaroo between her shoulder-blades which Izuku couldn't help but feel a slight twinge of satisfaction for. She flew at him, still flailing and disoriented from their teamwork.

"This fight…" He reached deep inside, bringing out the anger he felt at this Villain. For all the people she had killed, for the pain she enjoyed inflicting and her sense of entitlement… he had enough of it.

The Venom Strike danced along his arms with the air crackling in the energy.

"IS OVER!" He thrust his arms out, hitting Kangaroo in the abdomen. She let out a small scream as her nervous system was overloaded from the energy, every muscle twitching in agony before falling back onto the ground, limp and still.

 _"My first Villain… I defeated my first Villain!"_

* * *

Katsuro Ito, known by his fellow Villains as Frog-Man, watched as his sister fell to the ground. The sister who's life he vowed to protect wasn't moving, just laying there as the Heroes advanced towards her. "ICHIGO!"

He needed to get to her, to save her before they caught her and locked her up!

The pink-skinned girl advanced towards him, and Katsuro couldn't help but grimace as he pulled on his neck muscles. He felt his tongue begin to build up in his mouth to the point that his cheeks bulged.

Then, he opened his mouth.

His Quirk Silver Tongue, which could extend almost ten meters, shot out from the opening of his mask towards the student. Unlike most tongues, it had a silver ribbed exoskeleton that glistened from his saliva and the sunlight. As it was exposed to the air the tip turned into a silver point with sharp edges.

He had tested it out once on a lead pipe, and the blade was so sharp that it sliced clean through it.

"Crap!" The girl stopped sliding towards him and cartwheeled to the right to avoid being stabbed through the twist, moving his tongue to the right, the tip changed course and sliced deeply along the girl's arm. She hissed in pain and clutched the bleeding limb.

Katsuro could've killed her right then and there, but rescuing his sister took top priority.

Leaping past the girl with his tongue trailing behind him, Katsuro whipped his head so that the tip of his tongue would hit the two boys approaching his sister. It would've decapitated both, eliminating the students' long-range fighter and the powerhouse that could actually stand on even ground with Ichigo. But Spider-Man was too fast, grabbing the blonde and leaping out of the way while firing a web at Ichigo. It hit the middle of his elongated tongue, but a quick flip allowed for Katsuro to cut the line.

 _"We need to get out of here, now!"_ Landing, he scooped up Ichigo and began hopping towards the lake area. _"The boat… if I can reach it we can hide out in one of the rooms. The Villains there are probably regrouping in the courtyard after killing the students anyways."_

She felt so limp in his arms, not moving as the wind passed over their bodies.

Ichigo Ito wasn't like other girls.

When she was born she never smiled. She never played with the toys that were given to her. She would pick them up and study them before throwing them away, uninterested in their supposed purpose of entertaining her.

She only laughed whenever he was there to play with her. She would become enthusiastic about their activities, becoming lively whenever he would show her a new game. The only thing she got true enjoyment out of without his involvement was candy.

Her first word was not "Mom" or "Dad", but "Katsu".

Their parents would often joke that he was his sister's keeper.

Katsuro had taken the words of his father to heart. That it was the elder sibling's duty to take care of the younger no matter what. That they relied on the elder sibling to protect them and to show them the way. He liked those lessons because it made him feel like his sister's Hero.

Ichigo didn't have any friends and would spend most of her time exploring the woods with him or playing around with her Quirk, Rubber Hose. But, sometimes, she would go off on her own and get in trouble whenever she returned with scrapes and bruises.

One day, she brought something back.

 _"Onii-chan… I was having fun with it but now it's broken! Please fix it!"_

It was a cat, its limbs broken and skin cut. An interrogation by their parents revealed that Ichigo had been torturing the thing for days and couldn't comprehend why that was wrong. It had disturbed him and led to their parents arguing for days before bringing her to a doctor. He prescribed her medicine that was supposed to make her better.

But all that did was leave her… lifeless. She didn't laugh whenever he tried to show her something new, television no longer interested her, and she needed to be helped by either him or their parents to be motivated to eat.

He hated every moment of it.

 _"Please, Ichigo… just talk to me. This… this isn't like you!"_

 _"I-I… I feel so empty, Onii-chan. I can't feel anything. Everything's numb and… and… I don't like this. I feel like I'm a prisoner in my own body…"_

He had argued with his parents about the medicine. They insisted that it was for the best, that Ichigo was sick and needed all the help she could get, and that the side-effects would fade over time. He screamed and cried, but eventually they gave in.

On Ichigo's thirteenth birthday, they stopped giving her the medicine and she slowly got better. She began to laugh more, to show life again and even became chipper in school. She joined the karate club and their parents thought that it might help to instill some restraint on her problems.

But it didn't take long for her to be kicked out. She hit harder than needed, injured her fellow club members and kicked them while they were down laughing all the while.

Katsuro overheard his parents' whispered conversation that night. How they called Ichigo a demon and how it would be best to just stick her in a mental institution and throw away the key. That she was a Villain in the making and it would be a disgrace if they just ignored all the signs.

Yes… Katsuro knew that his sister wasn't sane. But it wasn't her fault! Why did she have to be punished just because something was wrong with her brain!? He couldn't sit by and ignore the fact that his sister was going to be imprisoned, forced to waste away and never able to smile again!

It would betray his duty as her older brother.

So that night, he and Ichigo ran away from home. They stuck to the shadows and used up what little money they had saved. They only got more when Ichigo killed a man trying to mug them.

And it was at that moment Katsuro decided that if his sister was a demon… then he would gladly go to Hell with her.

They built up a reputation of being demon siblings, killing and stealing without a care in the world. He reined in Ichigo before she could be really set off, and for the most part they lived comfortably before Mysterio approached them and offered steady employment. He operated on Ichigo with the Kangaroo gear, an operation she gladly took because of him.

 _"If this can make me stronger… then that means I'll be able to protect you better, Onii-chan!"_

As he landed close to the trees of the artificial forest, he took off Ichigo's mask to reveal her sweaty tanned face, short but spiky brown hair, and the little lock that stood up near the middle of her forehead.

"I'm sorry." Katsuro muttered, tears coming out of his eyes and rolling down his cheeks beneath the mask. "I'm such a failure of an older brother. I should've… I should've refused!"

If he did, then she wouldn't have been hurt.

Katsuro heard movement behind him and turned. His tongue shot towards Spider-Man. The boy deftly sidestepped the tip and grabbed the unsharpened body of the tongue in attempt to yank him off balance.

 _"No! I won't let you!"_ Using his Quirk, he wrested his tongue from his grip and began to bend and twist it in all directions. Loops to trap him, swipes at different angles, and jabbing motions from behind to get at the boy.

Spider-Man was both agile and nimble, however. He would grab the top of a loop to swing while bringing his left leg up to avoid a jab from the tip of Katsuro's tongue. No matter what he did, the Hero would always flip, dive, or roll out of the way. A frog's tongue could accelerate at nearly a third of the speed of sound, but Spider-Man always seemed to know exactly where Katsuro was aiming. _"How? How is he doing this?!"_

When Spider-Man was ten feet away, he raised his right hand and something came out. Before Katsuro knew it, something grey was blocking his mask's eyes. _"No! I can't see!"_

He heard the boy scream and felt his knuckles crash into the right side of his face. Katsuro's eyes bulged from the force of the blow. Stars filled his vision filling his vision. His body felt heavy and he could only let out a wet gurgle that took forever to leave his lips.

He was going down for the count.

When he hit the ground, everything seemed to be coming from the end of a tunnel… including his sister's scream.

 _"Ichigo… I'm sorry your big brother is so useless…"_

* * *

"Damn it… why the heck do they gotta be so fast?" Ashido muttered, her eyes squinting at Midoriya's retreating form. "This is so unfair."

"Perhaps." Yuga shrugged as he sat on the ground. "What I'm worried about is Midoriya-kun being caught off guard with us being all the way back here."

"Yeah, that would suck."

Yuga had been expecting many things from his first few days in U.A. Showing his classmates his dazzling new costume, mastering his Quirk, and perhaps starting a few friendships.

This… had not been on the agenda.

"How's your stomach treating you?" Ashido asked. As if on cue, Yuga's stomach decided to gurgle a bit.

It was mild discomfort. Nowhere near the pain and bowel-clenching that he usually got from overuse. _"Thank God for small favors."_ He didn't want to soil his costume on top of being caught in the middle of a Villain attack.

"Just wish that my costume had a compartment for Perrier. Your cut?"

Ashido patted her now bandaged arm. "Bleeding stopped but it still kinda stings. I guess that tongue-thing's why the guy got the Frog-Man costume… though I think Tsuyu-chan's gonna want to sue."

Yuga chuckled uneasily before looking to the ground. "I feel so _sans espoir_. We're sitting here while Midoriya-kun's over there engaging the Villains."

It was true that he was scared. Terrified more like it. When that Kangaroo Villain had put her hands on him, he thought that it was over. That he was going to die without leaving a single mark on this world. All his effort to get into U.A would've been for naught.

But… Midoriya saved him. The boy who he had once looked down on for his unoriginal costume had saved him!

And now… all he was doing was sitting on the sidelines.

"Yeah, but what can we do? You can't fire at that distance unless you wanna completely miss them and I'm not a long-range fighter like you."

Yuga nodded while sighing. It was true… and with the two Villain's tendency to jump, he wouldn't likely be able to hit him now the initial shock of their attack had worn off.

 _"Wait… if distance is the problem…"_

His stomach gurgled and twisted at the idea, but he ignored it. What he had in mind was scary and risky. _"But if I can make it work…"_

"Ashido-san." He got on his knees and laid down on the ground. His regulator belt, armor, and nose made their acquaintance with the rust-colored dirt. "If things go wrong for Midoriya-kun… get his attention, have him bring one of them over us."

"Wha… what the heck are you even planning? What kinda plan has you face-first in the dirt?"

He glanced at her and grinned, already imaging sparkles appearing around his form.

"Why, to give a dazzling finish to this sordid battle, of course!"

He just hoped that Midoriya would be willing to help him land the hit.

Otherwise this would be a pretty stupid way to die.

* * *

Izuku didn't waste any time and used his webbing to restrain Frog-Man. He covered the young Villain's entire body in the stuff up to the neck, sticking him onto the ground. "Damn it! I should've been quicker!"

Everything had happened so fast. He had been basking in the bliss of his first real victory with Aoyama while he was moving to web up Kangaroo before her brother had gotten past Ashido and collected her.

 _"And who knows how much time before she recovers! Peter and Kacchan came to in a couple of minutes and…"_

He heard a howl filled with sorrow and anger.

"KATSURO!" Izuku turned, raising his hands to fire his webbing only to receive a savage punch to the gut that knocked the wind out of his sails. "HOW DARE YOU!? HOW DARE YOU HURT MY BROTHER YOU _**BASTARD**_!?"

Kangaroo's left hand grabbed his neck as the Villain leapt towards him. Her unmasked face contorted with hellish fury that swept away her insane childlike innocence. Murder was in her eyes and spittle coming out of her mouth.

"I'll kill you! I'll fucking kill you! Playtime's over!" Kangaroo kneed him in the gut without letting go of his neck. Setting down her left foot, she used her right leg to kick him in the side while releasing him. He flew through the air around twenty feet before tumbling dangerously close to a ravine. "I'm going to tear you apart limb from fucking limb and crush your head with your own legs!"

 _"She means it!"_ He got to his feet just in time for another punch to nail him squarely between the eyes. He blinked away the stars in his vision before leaned back to avoid a savage dropkick that would have knocked him off the mountain. _"Before, she was taking her time with me! She's not going to let me think myself out of it this time!"_

His Spider-Sense throbbed, warning him of the danger headed towards his head. Raising his arms, Izuku caught Kangaroo's right before the left hit him in the limbs. Once again, we was sent sprawling while the Villain landed on her feet.

 _"She would've crushed my ribcage if I didn't have these powers!"_

He fired his webs at her feet, sticking them to the rocky ground. This proved futile after Kangaroo screamed and tugged up her legs. She seemed to ignore her socks and shoes tearing apart while bits of her flesh were torn.

 _"Damn it!"_ Izuku jumped up and shot more webs at Kangaroo, who weaved all around the battlefield in rapid speed. He didn't have many options! She wouldn't stay still long enough for him to get a good hit in and he couldn't use his Venom Strike anymore! _"I blew my trump card too early! And now, because of me, Ashido's hurt and Kangaroo is not going to stop!"_

Thinking back to his classmates, he turned his attention back to where he left them by the mountain area. He could see Ashido, her pink skin and Aoyama's sparkling armor stood out against the rock and… _"What are they doing?"_ Ashido was waving at him, and Izuku narrowed his eyes. _"Is Aoyama… lying on the ground?"_

Did they have a plan?

Part of him wanted to keep handling things on his own to keep them safe if the plan went south. But memories of his team-up with Jirou entered his head. Together, they had managed to defeat Kacchan!

By working together… Heroes could beat impossible odds!

Izuku fired another web line at the mountain and when it hit home, he pulled himself towards his classmates.

"Oh no you don't!" Kangaroo screamed as she leapt up behind him. "You're not getting out of this! I'm going to strip off your skin and use it as fucking fertilizer for the plants!"

He ignored her and kept using his webs to zipline towards the two. If he could just get overhead…

He felt his Spider-Sense and knew what to do.

 _"She'll grab me on the shoulder…"_

Kangaroo's right hand grasped his left shoulder, but before it could get a good grip, he grasped the spring-like wrist with both hands.

 _"But this time…"_

Using his full strength, he raised the limb over his head and threw it down in front of him.

 _"I'll use your Quirk against you!"_

Kangaroo's body sailed above him, the girl diving head-first in the same direction of his classmates.

"NOW!"

"Go get her, Aoyama!" Ashido screamed. At the same time, Aoyama rose up from the ground in a sparkling pillar. He rose up to Izuku's level before he could even blink before cutting off his beam.

But not before Aoyama grabbed Kangaroo from behind in a full nelson.

"YOU!" Kangaroo screamed in anger and surprise.

" _Moi_." Aoyama replied simply. "Enjoy my sparkling laser!"

Aoyama's waist glowed and the beam hit Kangaroo directly in the spine. She screamed as him let go, the beam driving him back while Kangaroo spun in the air towards Izuku.

He used a web to grab Aoyama and bring him back with a tug, while at the same time making him advance towards Kangaroo with his fist drawn back. "I've had enough of you!"

With that, Izuku threw his punch.

A part of him wished he didn't hold back.

He hit Kangaroo in the cheek, knocking her head back before raising his right leg and nailing her midsection with an axe kick. As he caught Aoyama and slung him over his shoulder, Izuku fired web after web as Kangaroo sailed down. With each passing second she was enveloped in a cocoon of webbing. Before she hit the ground, he tugged his web back and caught the now-enveloped Villain with his left hand before bringing it up and landing.

Her head was free, but all that came out of her mouth and dazed eyes was a groan.

"It's over…" Izuku muttered as he shakily put Aoyama and the Villain down. His classmate stumbled a couple of steps back, turned, and rushed behind a rock while clutching his stomach. Izuku was about to ask if he was alright, but Aoyama gave a quivery thumbs up back from around the corner.

"We… We…" Ashido broke out in a grin and thrust her fist into the air. "WE DID IT!"

"Yeah… thank you both." Izuku let out a few chuckled, the joy of being alive filling him and melding with Ashido's laughter while Aoyama continued to be sick.

It had been a long and hard battle, but they managed to snatch victory in spite of impossible odds.

Just like real Heroes.

Despite his joy, his eye wandered towards the courtyard.

 _"But… we're not done yet."_

His hands clenched into fists.

 _"Hang in there, Sensei… guys… we're coming!"_

* * *

 **To Be Continued….**

* * *

 **Note:** **Man, what a crazy time for me to give you all this chapter freshly betaed by reppuzan?**

 **Hope all of you are staying healthy and following the advice of medical experts during this coronavirus pandemic. Wash your hands for twenty seconds, sneeze/cough in your elbow, avoid large crowds, etc. We're all affected by this and the more we follow the experts' advice the sooner this'll all come to an end.**

 **In the meantime, it's up to us to provide you guys with free entertainment!**

 **Making this fight was pretty fun, and I enjoyed writing Kangaroo even if she was a bit annoying since I wanted to include a Kangaroo character thanks to the Spider-Man manga. He had the same reasoning for being a villain, that he was strong and the world rejected him for it, so I decide to take that, add the crazy of Hazel & Cha-Cha from the Umbrella Academy, and voila!**

 **Plus I got to do some cool moments with Ashido and Aoyama so that was neat!**

 **Anyways, be sure to check out this fic's TV Tropes page and add whatever you think applies!**

 **Please leave a review!**


	19. Issue 18 - Nothing Can Stop Nomu!

Nezu steepled his paws together as he stared at his laptop's screen. He had the program that monitored the various U.A facilities on the screen, providing a quick rundown of the wireless routers, network, working lights, heating, and a button that allowed him to give emergency broadcasts through the speakers. The system refreshed every five seconds, providing Nezu with an up-to-date view of his school's buildings.

If there was ever a problem he would see it right away and either fix it himself or call the appropriate contacts. The safety of the students was, after all, his highest priority.

Almost all of the buildings were green, indicating that their equipment was running correctly and there was no significant damage to the structure of the buildings.

The only one that wasn't green was the U.S.J.

Tapping on his keyboard lightly, he once again pressed on the grey circle with a minus sign on it to the bottom left of the U.S.J's outline. Normally, it would bring him to the page where he could diagnose the problem and potentially reactivate connectivity.

Nothing. Just a short error message stating that the page was unavailable.

 _"Interesting."_ He had checked on the other buildings. He was able to access their network options without any sort of hiccup. The U.S.J. seemed to be the only one experiencing this error.

 _"But why? Why just that facility?"_

He had tried to send a private message through the school's communication network to Aizawa, Anakuro, and Kayama. A bland, non-intrusive checkup to see how the lesson was going.

Each message took an unusual two minutes of progress before coming back with an error message saying that they could not be sent.

Nezu didn't like this, especially after the ruckus that happened yesterday. First the penetration of U.A's defenses, which allowed for the media to get in, and then that horrible execution of All Might's former sidekic-.

His eyes widened but he didn't change the pace of his breath.

Calmly, Nezu clicked onto the internet browser icon and entered the address for HeroTales. It was a popular social media website that he frequented since the rare U.A student liked to talk too much under the mistaken belief that the internet made them anonymous.

Usually Nezu would call them up to his office and give them a stern talking-to along with either suspension or expulsion.

His heartbeat quickened when he received an error message on the window stating that the connection to the server failed.

Humming to himself a tune he had heard from the radio, he opened a window to the news and scrolled down it for a bit before switching to a dating site.

He needed to appear as if nothing was wrong. That he had dismissed the whole thing and that it was now business as usual.

Opening his desk, he took out his sticky notes and began to draw the necessary messages on them. Once he was done he picked up his desk phone and typed the extension to his secretary.

 _"Yes, Principal?"_

"Hello, Kujo-san. Would you mind bringing Yamada, Ishiyama, and Nara to my office? I would like to talk to them about how classes will go forward following yesterday."

 _"Will do!"_

He didn't bother trying to make an outside call after setting it down. Nezu was almost a hundred percent sure that all he would get was static.

It only took ten minutes for the three Heroes to come to his office. While Hizashi Yamada had his easy-going grin plastered on his face, his two fellow teachers were harder to read. Ken Ishiyama and David Nara, the Pro-Heroes Cementoss and Snipe respectively, only could provide the body-language to Nezu that screamed of polite confusion.

"Well, I'm glad that all three of you had come on short notice."

"It's no prob, Principal!" Yamada snapped his fingers with a chuckle. "I'm always down for a one-on-one jam session!"

"Even when there are two others?" Ishiyama quirked his eyebrow at the Voice Hero.

"Hey, the more the merrier!"

"So, I'm guessing that we need to talk to the kids about Nighteye?" Nara asked while he tapped his foot.

That didn't stop when Nezu raised his first sticky note.

 _ **ACT NATURAL.**_

"Quite right. Unfortunately, we need to come to terms with the fact that Nighteye's execution was highly traumatic to the student body." He slowly flipped to the next note.

 _ **SYSTEM HAS BEEN COMPROMISED.**_

Unsurprisingly, Yamada kept his usual upbeat demeanor. "Yeah, couldn't help but notice that the overall vibe of the school has sunk way low!"

"That's an understatement." Nara inclined his head slightly up, acting as if he were cracking his neck, but Nezu knew what he was getting at.

 _ **NO CAMERAS, BUT MICROPHONE IS STILL ACTIVE.**_

Nezu had made it a point to not have cameras in his office. They made him feel as if he was back in the labs, put under the microscope as he was poked and prodded by uncaring scientists.

"Then how should we handle it? Unfortunately, none of us are qualified to handle issues like this. We can teach and provide some comforting words, but this is…" Ishiyama trailed off and shrugged.

 _ **POSSIBLE VILLAIN ATTACK AT U.S.J. GO AND INVESTIGATE.**_

"I understand your concerns. However, it is because you're all Pro Heroes that the students look up to you. They need guidance and assurance that all will be well so long as we are here to protect them." He pointed directly at the last message.

 _ **SOUTHWEST EXIT'S CAMERAS STILL IN NEED OF REPAIR. EXIT THERE AT FIVE-MINUTE INTERVALS.**_

Nara let out a weary sigh. "Well, I'm of the opinion that All Might would be better at handling this kinda thing… but he probably needs some time off. Is it okay if I send you the rough draft of my speech at lunch?"

"That won't be a problem. I'm more than willing to provide constructive criticism."

"Alright! Don't you worry, Principal! My beats are gonna turn those frowns upside down!" Yamada held the door open for Nara and Ishiyama while pumping his fist into the air. "Don't be surprised when those kids start partyin' up a storm in my class! YEAH!"

He closed the door behind him, leaving Nezu alone in his office.

 _"It's a start."_ But those three would need backup if the ambush was as bad as he thought it was. Backup he couldn't provide without depriving the other classes' of protection. _"I need to get a message out… but this virus seems to be blocking any kind of digital communication."_

Walking to the small bookcase he kept partially for appearances. He owned several hardbacks of scientific journals, a few biographies, a smattering of fiction for flavor's sake.

Scanning the spine covers, he smiled as he plucked the one he was looking for out.

 _Coding 101 for Dummies._

He walked back to his desk, sat down, and opened it to the first page.

 _"It's been a while since I've had to use computer code."_

Cracking his neck, Nezu turned the page and began scanning its contents in a matter of seconds.

 _"Time for a quick refresher."_

* * *

"ENOUGH!" Hirooki Anakuro raised her fingers and opened the tip compartments of her suit. Her body, her Quirk Black Hole, began sucking in the physical darkness that had enveloped her and her entire class.

Hirooki had described how her Quirk worked in an interview, comparing it to "eating" raw material which disappeared in her being and turned into dust.

In many ways her Quirk was like eating… minus taste and the feeling of swallowing.

She felt the texture of what her Quirk took in. The rough and sharpness of stone and glass, the stringiness of fabric as it came undone, and the cool refreshing feeling of water from any liquid be it actual water of gasoline.

But she couldn't taste any of it.

The darkness of this Villain was like pudding, soft and semi-solid before being turned into liquid in a matter of seconds. Part of her wondered what it actually tasted like.

But, in all honesty, she would rather not know.

A majority of the Villain's Quirk faded away, revealing this "Kurogiri" to be ten meters away from her and struggling against the suction of her fingers.

But none of the children left in her care were around her.

Normally, this was when teachers panicked. It was their responsibility to keep their charges safe and losing them was the height of failure.

But Hirooki was a Hero. On top of that, she was a Rescue Hero who regularly helped in dealing with natural disasters and had seen a great many horrible things.

She knew how to stay calm in dire situations.

"What did you do with the kids!?" She closed her finger caps, leaving the Villain gasping. The strain of holding against the vacuum of her Quirk was great, apparently. "Tell me!"

"Scattered." Kurogiri said simply between breaths. "As per my leader's instructions, they are now spread out throughout this facility where the League's men will be waiting for them."

Behind her mask, Hirooki grit her teeth. _"Damn! None of them are ready for combat against real Villains!"_

For a split-second, dark possibilities filled her head. Of those kids being dropped into a meat-grinder where the Villains shot at them with their Quirks. The kids panicking and making mistakes, making one wrong move and dying or killing their opponents and putting a permanent black mark on their records. Of…

 _"Enough."_ A stern voice came from the back of her head. _"Have faith that they can hold out. That's all that you can do."_

"I see." She took a step back. "Well then, where does that leave you and me?"

"Isn't it obvious?" Kurogiri's tentacles sharpened before darting towards her. "I'll eliminate you, preventing any assistance coming to your fellow teachers and the child-!"

Horooki aimed her right hand down and released the caps. Bits of tile and concrete came loose and headed towards her fingers. She raised her hand to the sky before closing the caps, the blades embedding themselves into the concrete before she pointed at them with her left hand's index and middle finger.

"What!?" Kurogiri seemed surprised and confused as her Quirk sucked in his projectiles. "How did you…!?"

"I'm afraid you've miscalculated, Villain." She pointed to the sky began to suck in the ceiling. Lighting equipment and concrete fell down towards Kurogiri as Hirooki advanced. "You see, if my students were still here I would have to hold back."

She aimed her fingers at him and opened all ten of them. He was holding himself back, screaming as the suction of a black hole became more powerful the closer she got.

"I usually have to. My Quirk is dangerous to use around civilians and my fellow Heroes. Some even say it's unsuited for relief work."

Twisting her body, she watched as Kurogiri was dragged along with her motion before being flung towards the entrance when she capped her fingers again. He crashed on the ground, righting himself as she calmly advanced.

"But seeing as you've flung my charges to god knows where, my fellow teachers are down a considerable distance fighting your flunkies, and we're on an even field…" She glared at the Villain, raising her right hand. "I don't have to hold back anymore."

Hirooki had become a Hero because she wanted to help people. All her life, she had dreamed of bringing relief to her fellow man and they wouldn't suffer like she had when an earthquake destroyed her home town of Fuefuki when she was a little girl.

She remembered how scared she was, crying and trying to direct the relief workers to where her father was pinned down under the rubble that was once her home.

She remembered the relief when a Hero came in and carefully used his dangerous matter deconstructing Quirk to save her father. It inspired her to become a Hero. To use her family's admittedly dangerous Quirk to save others.

She hadn't gotten into this business to hurt people, even if it was a Villain.

 _"But if it means helping those kids… I will gladly do it!"_

Kurogiri's darkness extended, sharpening into knives that headed towards her. As Hirooki released the cap of her index finger and began to absorb it she let out a mental plea.

 _"Kids… just stay strong and hang in there! The Heroes will get to you soon!"_

* * *

"You ready, dude!?"

"Yeah!" Sato gripped the end of the tape coming from Hanta's left elbow with his right hand while his left held an open sugar bag. Slowly, he moved to the boat's railing and set his left foot on it. "You sure this is gonna work!?"

Hanta grinned and pushed the sides of his helmet to flip his visor back down. "Do you really wanna know the answer?"

The taller boy looked up for a second before shaking his head. "Nah, I'm good."

"Let us not hesitate, then!" Tokoyami shouted from below deck. "Every minute we spend prattling, the shadows retreat."

The situation the three U.A students found themselves in was ridiculous. They had been dropped in the middle of the Flood Zone by that teleporting creep where a bunch of Villains were waiting for them. It had been a miracle that he had given that Villain with the shark Quirk a mouthful of tape before swimming onto the boat. Another Villain tried to make a grab for him but Sato fed the guy his own teeth. He and Tokoyami had managed to land on the boat and shared the cheerful news that they were surrounded.

 _"Though I probably would've found that out with how much the Villains are gloating about it. Seriously, do they wanna feel superior to a bunch of teenagers?"_

Hanta wasn't exactly a planner, but he knew to look at his surroundings and use them for his surroundings. After a very hushed discussion about their Quirks he and Tokoyami had come up with a plan.

"In other words, we gotta do this before the Villains wise up." Hanta rolled his eyes while Sato gave a nervous chuckle. "Any plan is better than none."

"Doesn't mean I gotta like it."

"What the hell do you kids think you're planning!?" Came one of the Villains surrounding the boat. "If you want a quick and painless death, then you better sit down!"

"Yeah, gonna have to pass on that!" Jumping onto the upper deck, he glanced up at the water distribution system constantly feeding the artificial lake water and glaciers to create waves. He fired another string of tape from his right shoulder, grasped it, and jumped as he pulled on it.

 _"Sorry, Midoriya, looks like we'll still be using the same moves for the time being!"_

In a matter of seconds, he was zip-lining towards the metal-pillars that held up the slides.

"Hey!? Where do you think you're going!?" Hanta didn't bother to look down at the Villains and instead banked towards the left. Good thing too. A bullet dented the side of his helmet. He brought his knees up to his chest, making himself a smaller target. Almost as soon as he did, a blade of compressed water sliced through the air beneath him. He flung another line of tape and pulled even harder to speed up and swing out of the line of fire..

 _"Yeah, I don't have those moves Midoriya's got. If I tried all that twirling and stuff I'd end up wrapped up in my own tape!"_ Still, the time and money he spent swinging around Bespi Tower was probably saving his life right now.

He reached the metal pipes in the middle of the structure and finally cut the tape from his left elbow. Wrapping it around a pipe, he propelled down, the Villains' projectiles rattling the steel plumbing. Shooting out three more long strands of tape down to the waiting Sato, he tied them to the other pipes.

"NOW!" He screamed at Sato.

The bulkier boy nodded as he emptied the bag into his gaping maw. Hanta watched as his classmate let out a guttural roar after chewing for a bit before jumping over the railing. Still gripping the four tape strands, he planted his feet onto the side of the boat and began to push.

The boat began to sway at first and Hanta heard the metal pipes groan and bend. But the boat slowly began to tip over. Sato was pulling on the tape while using the metal hull as a glorified leg press.

"That crazy kid's tipping over the boat!" One Villain shouted in the distance.

"Isn't the third brat still in there!?"

"Insane! They've gone insane!"

 _"Okay, now that's seriously cool!"_ Hanta had heard from Sato that he got crazy strength by guzzling down sugar, but this was something else!

In a mighty splash, the boat fully broke in half and capsized. Sato was scrambling to the top as the Villains advanced, punching holes into the hull with his right fist,

"Grab on, dude!" Hanta released another line of tape which Sato grabbed onto before attaching it to the pipe overhead. He leapt down as Sato let out another scream…

...and the pipe broke.

He stared in amazement as Sato shot towards the water distribution slide anyways, propelled by his own superhuman strength. Sato landed on the ground, stumbling a bit but continuing to run towards the ground supports.

"RIKIDO SMASH!" He bellowed while hammering away at one with each punch landing another dent. "RIKIDO BREAK TUBE-THINGY!"

"Uh… okay! You do your part, buddy!" Hanta got to work on his part of the plan and traversed the metal structure, attaching short lines of tape to every pipe that waved in the wind. "Man, he told me he got kinda stupid from eating too much sugar but I didn't think he'd start talking like the Hulk!"

"You guys go after them! Those brats are planning something!" One of the Villains commanded and he saw that half of them were swimming to the shore. The one that seemed to be "in charge" and the other half were either submerging or heading to the hull of the capsized ship. "We'll handle the one they left behind, but ke-!"

A shadowy hand the size of a car broke out from the boat and grabbed the leader by the head. It seemed like it was made of black and dark purple flames, constantly shifting and pulsing as it shrunk and grew in size. Even from his perspective, Hanta could see the burning orange eyes peering at them from the shadows.

 _ **"HEEERE'S DARK SHADOW!"**_

The Villain screamed as he was pulled inside and another hand swept in more Villains to join him. The insane laughter Tokoyami's Quirk somehow managed to drown out everything but the screams of the Villains being tossed around like ragdolls.

 _"Man, they must be crapping themselves."_ Hanta shivered as he turned his attention back to the task at hand. Tokoyami had told them that his Quirk grew more powerful and violent the darker it was, so they decided to divide and conquer. Tokoyami would deal with all the Villains who tried to pick him off while they handled the rest.

He felt the entire structure begin to sway and knew it was time to get off.

Attaching a piece of tape to the top slide, Hanta descended down to a Sato who was pulling on the support beam over his shoulder. His eyes were glazed over, veins showing through his suit, his face glistening with sweat. "Come on, big guy! PUSH!" He landed on the ground and pointed at the Villains. "Time to put these losers in checkmate!"

Sato screamed as the entire water distribution structure toppled forward. Pipes broke, spewing water everywhere while the hard metal plastic of the slides cracked before shattering.

It was all coming down.

"WHAT!?" The Villains tried swimming back towards the boat but it was too late. They were too close to them. Some did the smart thing and dived as the metal, plastic, and tape crashed onto the water.

"GAH!" One of them shouted when they gained their bearings, struggling futily against the tape. "What did you maniacs do!?"

"Made a little trap is all!" Hanta pointed towards the tape. "With my Quirk, all of you are going to be nice and snug for a good long while! Hope you're all good at treading water, though!"

"Kill you! Freakin' kill yo-!" A female Villain with alligator skin was silenced by a line of tape smacking her in the face and pinning her to the bobbing slide.

"Sheesh. Talk about sore losers." He glanced at Sato, who was laying on the ground with his limbs outstretched. "Are you doing okay?"

"Rikido… need a nap…" Sato mumbled weekly before snoring.

Shaking his head, Hanta zip-lined back towards the now sinking ship with Tokoyami paddling to shore. From the looks of the floating unconscious bodies and the torn-up hull, Dark Shadow really went wild.

 _"Not that it matters much. We managed to survive and kick Villain butt in the process!"_

He landed in the water and Tokoyami put an arm over him.

"I had to access dark power, but victory…" Tokoyami was interrupted by Hanta pulling them up with a tape-line.

"Yeah, we kicked ass and looked cool while doing it!" As they headed to the shore and past the still-struggling Villains he continued. "So let's take a breather before heading back to the others!"

He felt a pang of panic. What were his friends and teachers going through? Were they hurt? Were they even _alive_?

Hanta didn't know.

He could only hope.

 _"Midoriya… Jirou… Uraraka… I know you guys can pull through this! If someone like me can do it, then so can you!"_

* * *

Eijiro didn't let it show on his grinning face, but he was pretty scared.

Here he was, hiding to the left of a window frame while Mineta was crouched underneath and Ojiro was to the right. The wind was strong, making the heavy downpour of the rain seem to be almost horizontal.

"Gotta give U.A credit. They really know how to replicate a city in the middle of a downpour."

"Come out, come out wherever you are!" Came a shout from outside. "Damn brats! It'll be easier on you if you'd just show yourselves!"

"They still lookin' for us?" Eijiro asked in a whisper to Ojiro.

The blond gave a small nod. "Yeah. They're still going down the street searching building by building. I don't think that teleporting Villain told them exactly where he'd drop us."

"Insane… this is insane…!" Mineta muttered from below. "We're gonna die here! Those Villains sound super pissed! Why couldn't Thirteen have come with us or somethin'!?"

"Will you calm down?" Eijiro didn't want to hear Mineta panic. The last thing he needed was to start freaking out as well. While all great Heroes, especially Crimson Riot, felt fear, it wasn't the best feeling when you're trying to think your way out of a problem with a cool head. "Just stick to the plan and we're gonna come out of this alright."

"But…!"

"Dude, you wanna be a Hero? Now's your chance to show it." Mineta looked up to him with red and puffy eyes brimming with tears. "Look, dude, it's alright to be scared. But we're gonna have to deal with situations like this every day. Just turn that fear into motivation! If you push through it then you'll win!"

 _"Yeah, that's right Eijiro. Just keep talking out of your ass and pretend you weren't in his shoes just a couple of months ago."_

"They're in position," Ojiro noted, his stern voice making Eijiro's muscles tense. "Now or never."

"Right." He looked down to see Mineta wiping his dripping nose. "You ready to show the burning manliness of a Hero?"

"Don't make this more difficult than it needs to be!" One of the Villains screamed, his voice only slightly drowned out from the wind. "We can make this nice, easy, and painless if you'll…!"

"GAH!" Suddenly, Mineta stood up with his hands grasping the purple balls that grew atop his head. He turned towards the window, tears streaming down his cheeks and shouted, "FINE, DAMN IT! YA WANT ME TO BE A HERO!?" He began throwing the balls down towards the street, the wind catching them and making them fly into the various Villains that filled it. "HOW'S THIS FOR MANLY HERO WHATEVER!? TAKE THIS AND THIS AND THIS AND...!"

Mineta kept blabbering as he rapidly hurled his balls out, each one either sticking to the street or hitting the Villains in various parts of their body. Some of them were nailed in the chest or head, while others stuck onto their feet and arms.

Either way, the damage was done.

"What the hell is this!?" One of them put his hand on a ball that was on his chin and pulled. The ball was semi-elastic but refused to let go. Now the Villain's hand was stuck. "I-I can't get it off!"

"Damn it!" Another with knife-like nails was scratching at a ball that stuck her right foot to the ground. It almost absorbed the nails but it did not tear apart. "I can't cut through it! What kind of Quirk does that brat have!?"

"A damn useful one! That's for sure!" He could see why Aizawa had kept him in the class! Mineta's Quirk was versatile, the perfect support tool for him and a capture weapon for Villains!

"AND THAT AND THAT AND…!" Eijiro turned his attention to Mineta and saw thin trickles of blood begin to drip down his mask from his scalp.

"Dude, that's enough!" Ojiro grabbed Mineta and pulled him away from the window. That seemed to snap the diminutive student out of his haze and he began to stumble around, clutching a slightly bloody ball in each hand. "Now, Kaminari!"

"You got it!" Came Kaminari's shout as he ran outside into the rain, sliding in the middle of the road just in front of the Villains.

"You're dead, kid!" A Villain shouted while pointing at Kaminari. "I'm gonna tear you a new ass-!"

"Yeah, yeah. I know." The blonde put his hands onto the wet, puddle-laden ground.

That made the previously angry and confident Villains suddenly pause. "W-What are you doin'!?" One asked, her voice full of freight.

Eijiro could see from his vantage point Kaminari grinning.

"I think the designs on my jacket kinda give it away."

That's when the light show began.

Kaminari's body lit up from the electricity that he sent out. It seemed to dance as it raced from puddle to puddle before hitting the Villains. All of them screamed as pain rippled through them, the rain turning them all into living lightning rods.

 _"Good thing he told us to stay inside."_

A few seconds later, it was done. The Villains were practically smoking as they crumpled to the ground with their hair and clothes mildly singed from the electricity.

"Wheeey!" Kaminari's cheer was heard over the roaring wind as he stood there in the middle of the street, wisps of smoke rising from his body. His face was vacant and eyes staring at nothing. He gave two thumbs up and pumped his arms back and forth like some idiotic toy. "YAY!"

Eijiro put a hand over his mouth and stifled his own laughter. _"Dude, that's never going to get old!"_

"Well, at least we were able to get rid of a good portion of our pursuers." Ojiro walked over to the window and leaned out. "Though there's likely more heading our way after that."

"Yeah, his Quirk isn't exactly the best for stealth."

"W-Was that good enough for you?" Mineta moaned as he clutched his head. The blood was drying and his scalp was starting to scab over. "I… I didn't get into this school just to screw around, ya know? It's just that… with those Villains I…!"

Yeah, he knew. Eijiro knew far more than most would guess just by looking at him now.

When people saw a Villain their first response was to freeze up. To think very briefly about the possibility that they could do something only to then decide they'll be killed. Fear and cowardice as a first response was far more common than most people thought.

Eijiro experienced it himself in middle school when that gigantic Villain was harassing some girls from his school. He was across the street, his dreams of heroism almost crumpling when he first encountered a chance to act on them.

He didn't do anything. Mina, a fun and sociable girl he admired, was the one to act like a real Hero.

Even if she burst into tears afterwards, she had more guts than he did.

Eijiro hated who he was in middle school. That quiet kid who was quick to crumple and let his fear and self-pity weigh him down. He changed everything about himself, from his hair and his attitude and made himself a promise.

He would be a real man and a real Hero. He would use his fear as fuel to do better because other people counted on him.

He would go beyond who he once was.

"Dude, you were awesome back there!" He slapped Mineta on the back and laugh. "I heard that cry from the bottom of your soul! The way you kept going even when you were bleeding… you looked like a total badass! Really manly, y'know!"

Sometimes he wondered if he sounded like a broken record.

He picked up Mineta and ignored the guy's scream as he and Ojiro landed on the street next to Kaminari. Their classmate was still oblivious to the world and moaning his empty delight.

Which meant that they would have to protect him until he regained his senses.

"Here they come." Ojiro settled into a fighting stance as they saw the outlines of figures in the rain racing towards them.

"Yeah." Eijiro set Mineta down and raised his arms. His Quirk activated, hardening his skin as the droplets of rain bounced off it. "Let's go and say hello."

"We're all gonna die…" Mineta moaned as he moved behind them.

Eijiro simply laughed while his heart raced in both fear and excitement.

 _"Yeah, but what else is new for future Heroes like us?"_

* * *

"GYAAAAH!"

"RUN! JUST FUCKING RUN!"

"MY EAR! IT'S CHEWING ON MY EAR!"

Ochako whistled as she looked out the window to see a near army of mice and rats chasing after the Villains that were once swarming the area. "U.A _really_ needs to hire an exterminator."

Landing in the Ruins Zone had been the most confusing minute of her life. One minute she was scared out of her mind as that Kurogiri guy wrapped his limbs around her and dragged them into complete darkness, the next she was dropped in the dirt and rubble of a broken city. Tsuyu had picked her up using her tongue before a huge Villain could stomp her head into the ground and they had regrouped with Koda in one of the Villain ruins.

The plan they had come up with was simple when they discovered that the buildings were filled with mice, likely to give the place a more "realistic" feel. Using his Quirk, Koda had sent some through the still-working pipes to talk to some rats. Then they would use their new army to fight the Villains.

It was almost disgustingly efficient.

"Eh, U.A has Koji-chan so they won't have to get one." Tsuyu put her finger on her chin and hummed. "Though he should probably charge if they do ask."

Ochako giggled. "Koda-kun would probably hate that. You saw how he got with the rats, right?"

"You were the one to think up that part of the plan, Ochako-chan."

Ochako's cheeks reddened and she looked away. "Y-yeah, but desperate times call for desperate measures y'know?"

She could feel Tsuyu's gaze drilling a hole in the back of her head. "You've got a devious mind, Ochako-chan."

"D-Don't say that, Tsuyu-chan!" God, she wanted to end this conversation. She was already feeling guilty about convincing Koda to control animals he was obviously scared of! Taking a quick peek out the window, she pointed to several Villains who were flying over the horde and towards Koda's hiding spot. "Look, Tsuyu-chan! Villains!"

The frog-girl glanced out the window before hopping on the open windowsill. "I'll handle it, but we've got a lot to talk about when all this is done."

With that, she jumped out and shot out her tongue. It wrapped around the waist of a Villain, who looked down in shock. "What the he-!?"

Swinging with only her tongue, Tsuyu kicked a Villain who was riding a cloud as if it were the Nimbus. Continuing her arc, her tongue reeled the Villain in. She landed on the Villain's back when her tongue returned to her mouth before jumping off him. Both Villains landed right onto the stampede of rodents, screaming while Tsuyu landed on the adjacent building's surface on all fours.

 _"Huh. No wonder she said that her powers were kinda similar to Deku's."_

Just thinking about her friend made her fidget. She didn't know where anyone was. Were they going through what she, Tsuyu, and Koda were?

 _"I-I know Deku can handle himself. His fight with Bakugou… if that were a Villain, he probably wouldn't hold back as much. But still…"_

No. Deku and the others would be fine. They actually had special classes where they could practice fighting and using their Quirks for combat.

They weren't like her who had to train alone while watching videos on the internet.

"Found you…"

Ochako blinked in surprise before something burst from the bottom edge of the windowsill. What looked like a sheet of paper hit her in the stomach, knocking her to the ground. She scrambled to her feet as she watched a Villain slide down the wall and onto the ground. He was almost completely flat, thin and wavy like he'd been caught in a printing press. He was wearing a simple black leather jacket with giant metal shoulder pads, which matched the leather pants that had grey knee-guards. His boots were heavy and spiked at the toes, which paired with a purple mohawk and t-shirt that said "I'M THE BAD GUY" gave him a punk look not dissimilar to Jirou.

The almost drawing-like Villain stood up straight while raising his paper-like arm and pointing it at her. As he advanced his body inflated back into normal human proportions. He grinned at her while his masked eyes lit up in delight.

"I figured you brats would be hidin' somewhere close to watch us! All I had to do was…"

 _"Get him! Get him now!"_ She lunged at the Villain, her fingers outstretched so they would hit his body first. _"If I can just touch him once, then I'll be able to…"_

The Villain leaned back and returned to his previously thin form on the ground. Ochako barely had time to register this before the Villain shot his right arm out. The limb regained its mass and structure near-instantaneously as it uppercutted her right on the chin.

She could almost see stars as she crashed into the wall. "W-Wha…!?" Her jaw was sore and it felt as if her teeth were rattling. Using the wall as support, she got onto her feet and turned around only to receive a blow to her right cheek.

"Come on, is that all you've got!?" The Villain laughed as he jumped back from her swipe at his chest. "You're shit out of luck! It doesn't take a genius…" He raised his right leg and sent out a kick that hit her directly in the chest. "...to tell that your Quirk only works if you touch me!"

Ochako was on her knees, gasping in pain while clutching her costume. Her chest and breastbone hurt. _"How hard did he hit me!?"_ God, it felt like her chest was on fire! Why couldn't she breathe right!? It wasn't like he hit her windpip-!

Something heavy hit her in the back of her head and she found her face hitting the cracked tile floor. Her mask clattered on the ground a couple feet away, cracked and useless. She smelled the familiar scent of blood while her vision swam, letting her see double and even triple of the dirt and grime. _"H… He hit me in the back of the head… I think my nose is broken…!"_

"Seriously, thought you U.A brats would put up more of a fight."

No, no it wasn't as bad as she was thinking. She could hear the guy clearly and her vision was returning to normal.

Ochako raised her head and saw that the Villain had turned around and was now walking to the edge of the gap between the building and its other half.

"Ah well, I guess that's what happen when a fancy-schmancy school like this only lets you fight robots and play pretend." He was now kneeling down and wrestling with something on the ground.

 _"Get up."_ She clenched her teeth as she slowly stood up, her chest and face still sore. _"Now's not the time to cry and curl up in a ball. If I don't get this creep now I'll die!"_ Slowly, she walked forward while making sure her steps matched the sound of loosening concrete.

With a mighty tug, the Villain pulled free a twisted piece of rebar and admired it. "Well, we ain't robots and we aren't your schoolmates, little girl. We're Villains. We're the real deal…" He stood up and gave a few practice swings without facing her, and Ochako didn't allow herself the time to flinch while raising her right arm. "Too bad for you…"

She touched the back of his exposed neck before kicking him in the back. She made sure that it was as hard as possible.

It wasn't much, but she wanted to at least pay back some of the pain he caused her.

"Don't turn your back on your opponent," she said as the Villain let out a scream and a barrage of curses as he spun in the air towards the opposite building. He would hit the wall soon and come back towards her, but she had plenty of time.

Placing her thumb over her right nostril, she blew out a small trail of blood while touching a small filing cabinet. Hefting it up and giving it a few experimental swings she walked back to her previous position and saw the Villain three-quarters of the way back.

 _"Perfect timing."_

Placing both her hands on the cabinet's sides, she raised it and shifted herself in a batter's stance without taking her eyes off the guy.

"And the next time you have someone beat…"

The Villain was now facing her, his eyes wide with fear.

She grinned while swinging her weapon.

"...learn to shut up!"

The sound of metal hitting against flesh wasn't something Ochako was used to hearing, but she had to admit that in this case it was immensely satisfying.

The Villain was now spinning like a windmill, his eyes rolled back while a very red and bleeding mark was across his face. Tossing aside the file cabinet, she released her Quirk's effects and allowed him to drop two stories below to the ground.

Joy filled her being when she heard the body hitting dirt and the file cabinet crash against the ground. "I… I did it!" She pumped her fist into the air before wincing and rubbing her chin. "Ow…"

It wasn't exactly how she imagined her first fight with a Villain would go. Everything hurt, she had gotten the distinct impression that she was going to die, and she was _still_ in the middle of a Villain ambush.

But she felt… good. Great even! Who needed expensive fight training when she could kick Villain butt on her own!? All it took was her Quirk and a stubborn refusal to lay down and die.

 _"Well, knowing how to fight probably would've helped but that's besides the point."_

"Ochako-chan!"

She turned to the window to see Tsuyu looking at her with shock and worry. "I-I came as soon as I heard you screaming…" Tsuyu scanned the place and saw the blood stains she had left. "...but I can see you handled things."

"Yeah." Ochako grinned as she walked over to her helmet, picked it up, and set it back on her head. "But I don't wanna stick around here to wait for another Villain. Let's go get Koda-kun and get out of here."

Even though they weren't out of the woods yet, Ochako felt oddly confident. It was strange, but she had the distinct feeling that they could all get through this.

After all, if she could fight off a Villain with zero fighting experience, then her friends and their teachers would make it.

 _"We'll survive… and we'll win. We won't be like Nighteye and the others! We're going to beat the Villains!"_

* * *

"Are you ready?" Yaoyorozu asked as she loaded the cannon. If someone were behind her, they would only see her talking to empty air. After all, besides her and the Villains that were further down the mountain in this artificial landside was a discarded pair of shoes and gloves.

They would be wrong, though.

"Yup!" The cheerful voice of Toru Hagakure replied to her right. "Just finished my stretches! Can't do cardio and the sick moves I'm about to throw down without it!"

Nodding, Yaoyorozu took aim towards the climbing Villains. "I'm… sorry, if that's any consolation. I am the class representative, and I couldn't do anything to prevent us from…"

"Yaomomo, what's done is done." Hagakure cut in in a soft but stern voice. "I don't blame you and nobody else will. It all happened too fast and unless being class representative gives you telepathy or teleporting powers there's nothing you could've done." Her voice turned cheerful and, without missing a beat, said, "So stop beating yourself up about it! All that matters right now is kicking Villain butt and getting back to the others!"

Yaoyorozu bit her lip. _"Easier said than done."_ It had been her responsibility to keep everyone organized and calm in the face of a crisis. She showed as much when she instilled order during the panic that happened yesterday. Her talk with Midoriya and the praise she had received from her classmates had convinced her that she had it.

Now her class was scattered, the Villains taking advantage of the chaos and confusion while she tried and failed to keep her classmates together.

It was a failure of the highest order.

 _"But Hagakure is right about one thing."_ Her brow furrowed as she took aim. _"None of that matters. I can apologize to all of them for my failure later. Right now… I must do my best to defend Hagakure and reach the others!"_

She pulled the lever of her cannon and fired its payload on the ground just in front of the Villains. The ground shook and particles of dirt swirled in the wind, momentarily halting the Villains' advance.

They then began to laugh, pointing at the crater the cannonball had left. "I think you need to get your eyes checked, brat!" One guffawed while holding his stomach.

Yaoyorozu paid them no mind as she loaded a ball of riot putty into the cannon.

They continued to jeer and holler at her as she made the appropriate adjustments to her aim.

"Yeah, did ya think that would sca-!?"

The leader of the group was silenced when something slammed onto his face, the impressions very distinctly resembling two feet.

Hagakure had landed the first blow.

When the criminal fell on his back, a Villain to his left shouted, "WHAT TH-!?" He didn't have time to finish before his head snapped to the side from a blow.

"This bitch is invisible! Grab her!" A tentacled Villain moved to envelop the air atop the downed Villain but his arms wrapped nothing. "Shit! Look out!"

Yaoyorozu fired her cannon and it hit the Villain square in the chest. The ball instantly turned into putty, enveloping his body before hardening as he fell to the ground. Like a machine, she reloaded her weapon and took aim.

"TAKE COVER!" One shouted before being hit by riot putty.

Riot putty had been developed twenty years ago in order to help quell violent gatherings. It was a solid ball of near concrete before being loaded into a weapon. Once fired it would envelop whatever it hit before hardening in order to restrain them. The material was breathable and could be destroyed when a specific frequency of sound was put near it. By then, the captured target would already be in a jail cell.

It made a far more effective weapon than capture tape.

 _"Seven… eight… nine…"_ She fired one last volley at a Villain who was advancing instead of retreating. But the woman merely raised a gun that emitted a blue energy, halting the putty mid-air.

The Villain grinned in delight. "HA! Looks like this sci-fi crap really does wo-!"

Her arms were jerked to the side, throwing the ball to a fleeing Villain before the woman was brought to the ground with the gun ripped away from her. It floated in mid-air and then smashed against the back of her head. It turned and Hagakure pulled the trigger, catching two Villains and throwing them through the open window of a ruined building.

"THERE SHE IS! GET HER!" When the yell came out of the mouth of a Villain, Hagakure dropped the gun and fled from the downed woman. Her tracks stopped as soon as they reached the broken concrete while the Villains desperately looked for any sign of her.

 _"Nine… Ten…!"_ With the countdown finished, Yaoyorozu commenced firing on the Villains who screamed in anger and confusion.

It was a fairly simple plan. She would fire on the Villains for ten seconds, and once that passed Hagakure would engage them in hand-to-hand. It would keep them perpetually confused and on-edge, forced to face both a long-range fighter and an invisible girl who knew how to fight.

Few realized how scary someone like Hagakure could be.

 _"We won't be beaten here."_ Once her ten seconds were up, Yaoyorozu had a metal bat sprout from her arm and threw it as hard as she could down to where Hagakure was previously. The invisible girl caught it and then proceeded to smash it against a confused Villain's face. _"I refuse to die! We will survive this, and once we do… we will save our classmates!"_

She may have failed as the class representative during this moment of crisis, but she'd be damned if her classmates were left to die because of it!

* * *

Everything was on fire and Kyouka hated it.

 _"U.A must be run by some sadistic bastard!"_

Kyouka cupped her ears to focus on the vibrations of the building. Her right jack was starting to get uncomfortably warm as she listened to the crackle of the flames and stone starting to crumble. Whoever put together these buildings at least had the commons sense to not make them out of wood. Sure, there were a few wooden tables and chairs that were on fire as well as the mannequins that were currently melting…

 _"God, that was terrifying to look at."_

...but it would at least take a bit for any real damage to happen.

She felt a tap on her shoulder and looked at Shoji. Like her, he was also on his knees in order to avoid inhaling smoke and keep out of sight. A mouth formed from his bottom right stem and asked, "So, where are they?"

She pointed at a single support column. "Just to the right of that in the floor above. You need to punch it around the middle and the entire thing will crumble down."

Nodding, Shoji got up and slowly closed in on the pillar. Once he was within five feel he transformed his hands into fists and punched. The beam barely vibrated and the boy was shaking his hands from the pain, but cracks began to form and spread over the ceiling.

"Time to go!" she yelled as Shoji ran past her. Turning, she unplugged her jack and put it into her speaker.

 _ **BADUMBADUMBADUMBADUM!**_

The blast of sound did the trick as pieces of the ceiling fell to the ground and the shouts of soon-to-be falling Villains mixed with the crackling of fire. Not waiting to see what happened next, she got up and ran with Shoji to the window. Without saying a word, he scooped her up with his left hands and they both jumped out.

Sailing through the air, Kyouka covered her eyes as they crashed through the adjacent window. The fire blew out the glass, if there was any in the first place, so all they had to deal with was a few burns and the sound of the broken plastic frame crunching beneath their feet.

Shoji's hands transformed into ears and raised themselves, swaying a bit before one turned into a mouth. "Okay, the coast is clear."

She thumbed to the building they fled from through the window. "Let's not stick around and have those idiots check out where we've run off to."

"Agreed." With that, both of them knelt down and crept down the halls. Shoji kept his ears open, his way of acting as radar for the floor they were on until they reached a wall cool enough for her to plug in.

Neither of them were suited for this environment. Shoji was a close-range fighter stuck in a place where everything was on fire. She could use her gear to attack, but that would instantly give them away and compromise the building's integrity if she wan't careful.

 _"Bet Midoriya and the others are having an easier time."_ After a second of thought, she added, _"Besides the Villains hunting us down and trying to kill us."_

She was well aware that being a Hero would be tough. Hostage situations, ducking under a barrage of long-range Quirks or gunfire, or just staring down against someone with a knife. Facing the unknown and battling bloodthirsty Villains were part of the job description.

She just hadn't counted on it happening so soon.

She doubted any of her classmates actually wanted something like this.

 _"Well, except for Bakugou."_

But now here she was. Crawling around a burning building with one of her classmates while Villains were searching every nook and cranny to murder them. There were a _million_ ways they could die and none of them would be pleasant.

And what about Midoriya? What's going on with Uraraka and Sero? Hell, was _Bakugou_ even alright?

 _"You're fine."_ Kyouka told herself. Her rapidly beating heart slowed down a little. _"And if you're fine, so are they. They all kicked serious ass in the training exercises. Hell, Midoriya and Bakugou were fighting for real and they were keeping each other on their toes. Plus, Midoriya has that Venom Strike and Momo can make freakin' cannons!"_

Right, she just had to keep reminding herself that. It kept her calm and cool amidst the smoke and flames. Not even this burning building could make her lose her composure now.

As if on cue, a piece of the ceiling crashed just in front of her. She blinked and looked up to see a Villain head staring back at her.

 _"Okay, maybe it can a little."_

She fired another blast from her amps, knocking the Villain back before she and Shoji ran down the hallway. They needed to take cover and prepare for their soon-to-arrive "friends".

 _"Damn it. Please let them be alright… and having the teachers come save us would really be a bonus right now!"_

* * *

 _"Why the hell hasn't backup arrived!?"_

Shouta Aizawa smashed his knee into the face of a Villain he brought close with his scarf, knocking in his teeth and busting his upper lip. Kicking off him, he landed in a crouch and kept turning his head. He tried to ignore how itchy his eyes were. It was getting difficult to keep them open. Sooner or later he was just going to start blinking for who knew how long. Once the Villains figured that out he was finished.

But that wasn't the worst part.

He was starting to get tired.

Shouta was trying his best to hide how hard he was breathing, but it wouldn't take long for the Villains to notice. This wasn't his kind of fight. He was used to skulking in the backstreets and alleyways, hiding in the shadows and picking off opponents. Sometimes he would take on ten punks and beat the snot out of the leader to send the rest packing halfway through the fight.

These Villains weren't running.

"Keep at 'im!" One of the Rocket Racers shouted as he rode on his skateboard. The damn toy had its rockets activated, increasing its speed as the Villain zoomed towards Shouta. "He's just an old man!"

He crossed his arms while raising them, blocking a blow from the speedy Villain. But the punk packed quite the punch, sending him flying a couple of feet before the copycat circled around for another round.

"He's gonna run out of steam sooner or later!"

 _"The worst part is that he's right!"_ Shouta leapt up in time to avoid the second punch and threw his scarf after the Villain but it just hit empty air. _"I'm slowing down. These guys… They're disorganized cannon fodder… but something is giving them the fuel to keep on going!"_

This was beyond just blocking communications with the outside. With how hands-on the principal was with the school system, he should've noticed that something was fishy with the U.S.J. They weren't giving him regular reports about the progress of the class. He would've at least activated the robots to take stock of the situation before sending more teachers in to assist.

But nothing was happening.

Whatever was going on, it was happening to the entire school.

He screamed as something metal hit him in the back. He felt something wrap around his ankles before they slammed him onto the ground. His vision swam as he was brought up and saw a metal monstrosity with an oval body, flat, polycarbon tentacle limbs on the side, stubby legs with wheels for feet, and a head that was just a screen showing some grinning punk.

"I thought this thing looked stupid, but man does it pack a punch!" Shouted a voice from the back of the Villain mob. "Say hi to the Spider-Slayer, or should I call it the Eraser-Slayer now!?"

"Aw, shaddup!" The Rocket Racer shouted from behind him. "Hold him still so I can end this geezer!"

"I'm thirty, asshole." Shouta muttered half to himself.

He could hear the sound of the wheels running against the concrete. He would need to act fast, but if brought up his upper body, then he would avoid the fist and yank him off his vehicle.

He heard a sound not unlike the tinkling of glass and felt the temperature around him drop ten or twenty degrees. A part of him thought, _"And this is why I never want to have kids."_

The tentacles of the Spider-Slayer loosened and Shouta dropped in a crouch while turning just in time to see Iida slamming his knee against the helmeted head of the Rocket Racer. His Ignition engine spewed out smoke as the Villain flew into the ground and the young, uptight boy skidded to a stop.

"Aizawa-sensei!" He shouted while turning. "Are you alr-!?"

"What the hell are you doing here!?" Shouta didn't have time for this. This was perhaps the worst case scenario of this ambush. "Get back to Thirteen! You are not authorized to handle Villains!"

"I-I understand but…!"

"Do you want to get yourself killed!? This isn't an exercise!" He wasn't usually like this, but his eyes were stinging and he was too tired to deal with this shit. "You are students. We're the Pros! You cannot just…!"

"We were transported here by a Villain." Shouta turned to see Todoroki calmly walking past two Villains frozen up to their necks. "We didn't come here willingly."

That didn't make him feel even _slightly_ better. "Go and regroup with Thirteen anyways! This is an active combat zone…"

"Aizawa-sensei, you're getting slower," Todoroki said calmly. "We don't know when backup will arrive so you'll need all the help you can get."

"Todoroki-kun! Aizawa-sensei is our teacher and you will show him proper respect!" Iida admonished. "But, sir… I do agree with him. We are here and you are in desperate need of assistance. And according to the U.A Handbook under articles six-hundred and sixteen, in times of crisis…"

"Don't you _dare_ try and lecture me about the rulebook." Shouta pinched the bridge of his nose. The worst part of this was that the brats were right. He needed backup, otherwise he would have eventually been beaten. Having these two with him at least increased his chances of getting them all through this. "Fine. I'm giving all of you permission to defend yourselves and others from the Villains. But you need to follow my orders to the letter, and when the situation has been diffused, you're all regrouping with Thirteen. Are we clear!?"

"Yes, sir!" Iida shouted, his voice firm and filled with determination. Todoroki merely let out a huff as frost formed on his right hand.

Several Villains went around their frozen comrades and charged at them.

 _"These kids will be the death of me…"_

* * *

"Ohohohoho!" The annoying haughty laugh echoed over the sound of the roaring flames as Nemuri Kayama dodged another spout of concentrated fiery death. "Flee, trollop! Keep dodging like the coward you are!"

 _"God, I would love to shut that brat up."_ Nemuri glared at her opponent, a young woman wearing a suit that could only be described as "gaudy". The purple leggings and sleeves she wore were insulated, clashing with the oversized golden gauntlets that were attached to the gold armor covering her body. Her head was shielded by a glass dome, revealing the woman's fairly tacky drill-like rivulets of golden hair.

"To think this is how the common Hero fights," This Villain, the self-proclaimed Scorcher, sneered at her while raising her right arm. "It's almost insulting that the illustrious Yutani family had to donate its funds to you lot!"

"Honey, it's to deal with stupid bitches like you." Nemuri backflipped just in time as Scorcher's flames hit where she stood. To her amazement the concrete was actually bubbling from the heat.

"Silence, commoner!"

 _"Shit…"_ Nemuri kept running in circles, making sure to stay far enough away to not get fried but close enough so that the still unconscious Villains didn't get roasted. _"Why'd I have to get stuck with someone that can counter my Quirk!?"_

This woman had just come in after all the Villains around Nemuri had fallen to her Quirk, blasting away with the fire and burning everything. Scorcher just didn't care whether she burnt away Somnambulist or her fellow Villains. The scent of their burning flesh made Nemuri want to throw up.

So she had taken their fight away from the downed Villains. The Villain was a talkative one, going on and on about her superiority and snorting out that annoying rich-brat laugh.

It was fairly obvious that this Villain was a woman who had too much money on her hands. That boredom coupled with a disdain for everyone led to trying her hand in villainy.

The motive was simultaneously simplistic, monstrous, and _pathetic_.

 _"Worst of all, I can't throw anything at that stupid dome head of hers without it being burnt to a crisp!"_ She had lost three good fans and a riding crop to that. All she had left was one more crop and her whip, both of which would be needed after dealing with Scorcher. There was still the skinny hand-man and the hulking figure with a beak to deal with. The last thing she wanted was to be unarmed against that. _"But how… How can I…?"_

Nemuri noticed that the temperature around her had dropped and looked around. The flames were gone and hovering around her were small orange balls.

She noticed the confident smirk on Scorcher's face and put things together.

 _"...Her Quirk. Shit."_

Scorcher spread her arms, moving the balls out slightly before slamming them shut. The balls raced towards Nemuri, the ones leading the pack bursting into fireballs the size of a car. She could already feel their heat…!

"MOVE, DAMN IT!" Something slammed into her side and she found herself failing away with the familiar body of one of Class 1-A's students. The blonde with the temperamental attitude that Eraserhead warned her about!

Bakugou glared at her when they landed safely away from the flash-inferno and shouted, "What the hell were you spacing out for!? I thought the Pros were supposed to be better than just standin' around like losers gawking at a stupid fireworks show!"

"B-Bakugou-kun!?" She spluttered out while getting to her feet. "What are you doing here!? Why aren't you with Thirteen!?"

"Some loser Villain got the drop on me and now I'm stuck here!" Bakugou grinned as he raised his smoking right hand lit with firecraker-sized explosions. "So I'm gonna cream this nobody before goin' back up there to kick his ass!"

"How dare you speak to me in such a way, cur!" Scorcher screamed as she raised both gauntlets. "You shall pay for your insolence!"

"High and mighty talk comin' from a pissant like you!"

Nemuri wanted to order Bakugou to stand back, but she needed help to beat Scorcher and Eraserhead was too busy dealing with his own gang of Villains. Desperate times called for desperate measures. "Alright, Bakugou-kun, just follow my instructions and…"

Bakugou instead rushed past her like an untamed attack dog. "Screw that! The first to strike wins!"

"Bakugou!" She grit her teeth. Damn it, she was all for young boys with spirit but now was not the time! "Retreat! That's an order from…!"

"So you wish for death!?" Scorcher fired her twin streams of flame. "Very well! Burn like the plebian garbage you are!"

Bakugou raised his right gauntlet to the side and leapt while firing. The force of the explosion propelled him away from the flames in record time. But he didn't stop. Instead he rocketed right into the Villain's face and swiped at her with his left hand. "DIE!" He shouted as a wave of explosions peppered the air in front of Scorcher.

But it was not meant to be.

Instead they were swallowed by the clear balls of the Villain's Quirk.

Bakugou clicked his tongue and aimed his hands at the ground. Twin blasts allowed him to sail into the air as the balls released their payload, covering the area with smoke and debris.

 _"Damn it, kid! You could've died there!"_ Still, she needed to use this opportunity while Scorcher was distracted. Running to Scorcher's left, she unhooked her whip and swung. The tip sailed through the air and hit Scorcher in the center of her domed helmet, exactly where her nose would've been.

"Ho? What is this futile display I'm seeing?" Scorcher placed her left hand on her dome and cocked her head. "Running out of tricks, whore?"

Nemuri responded to that by hitting her in the same spot again.

It didn't crack the glass, but now there was a very visible chip.

She glanced at Bakugou as he landed. _"Please let him understand."_

He stared at her for a couple seconds before grinning from ear to ear.

It wasn't the grin of a Hero.

"Hey! Drillbit!" Bakugou reared his arm back as sparks flew from his hand. "Eat this!"

"Wha-?"

Bakugou threw explosion after explosion at the Villain screaming, "EAT THIS! AND THIS! AND THIS! AND JUST FREAKIN' DIE ALREADY YOU SHITTY VILLAIN!"

Each and every one of them were trapped in a ball.

"Y-You fool!" Scorcher screamed. "Can't you see this is pointless!"

 _"No, it isn't!"_ Nemuri couldn't help but smirk. Scorcher responded to each and every explosion by adding to the wall of glass balls in front of her. The more they piled up, the more obscured the Villain's sight would be.

It only took thirty for Bakugou to start running towards her without Scorcher noticing.

Using one explosion aimed at the ground to gain momentum, Bakugou vaulted over the balls created by Scorcher with his right hand drawn back. "Checkmate, loser!" He slammed the palm of his hand onto the glass dome. A point-blank explosion turned the little chip into a conspicuous crack.

Nemuri could see the look of panic and fear on Scorcher's face.

"N-No! Y-You can't ha-!"

Bakugou shut her up with a rocket-powered haymaker straight through the glass. Scorcher screamed as her skin, caked with makeup and moisturizer, was lacerated by shards of glass before the boy's fist made contact with her face. The Villain flew back, blood trailing from her broken nose before landing in an unmoving heap.

"And stay down!" Bakugou spat at the Villain's unconscious body. "Friggin' D-lister!"

"Bravo, Bakugou-kun!" She laughed while clapping. "Bravo! However, I will need to talk to your parents about your disobedience when we…!"

"Enough of this shit."

* * *

It was the first time Katsuki had heard the hand-guy speak.

The voice was cracked as if the guy barely spoke to anyone. It was low, almost like a whisper. While Katsuki never really gave a shit about how people expressed themselves, he could tell there was something coldly furious in it. Coupled with the pale, dehydrated look of the guy and the fact that his costume consisted of disembodied hands, one thought came to his mind:

 _"This guy's frickin' crazy!"_

The Villain pointed at him and Midnight. "Nomu, kill the teachers and brats. Don't let anything get in your way."

The big guy grunted and took a step forward.

Katsuki was about to say something witty along the lines of "The bitch duo has finally decided to play" before the hulking figure just _disappeared_.

One second it was there and the next it was gone.

"The fu-?"

In the blink of an eye, the hulking figure was in front of him. Its stupid googly-eyes staring down at him with its right arm pulled back.

His eyes widened as one thought went through his head.

 _"T-That wasn't teleportation! That was pure speed!"_

This creature, Nomu, shot his fist forward. Katsuki raised his left hand while his right reached for his gauntlet's pin. Midnight was screaming something but he couldn't hear it through the blood rushing in his ears. He needed to pull the pin! He needed to do it or else he'll die! _"I can't die! I won't die! I won't…!"_

A glacier suddenly enveloped Nomu, trapping him six feet of ice with his fist just a couple of inches from Katsuki's face.

"W-What the...!?" He turned his head to the left to see Icy-Hot with his right hand raised. "Why'd you do that!?"

"Saving you. That's all there is to it."

He growled as he stomped over to the half-and-half bastard. He'd admit that he needed something to hold the bastard down, but he'd be damned if he'd let this upstart treat him as if he were in need of saving! "Don't you dare think this means I owe you one!"

"I wouldn't want anything from you."

God damn it! Those eyes were pissing him off!

"Todoroki! Bakugou! That's enough!" Eraserhead's shout made Katsuki look towards him. "All of you need to leave the area right now!"

 _"So it's gotten to that point, huh?"_ Katsuki could guess that Nomu must've freaked them out. He hated the idea of retreating, but if it got the teachers to stop freaking out then he would do it. Though… was it even necessary? The Villain was a popsicle now!

"It was a mistake for you boys to be here." Midnight pointed to the stairs. "We appreciate your assistance, but this is getting too dangerous!"

"Dangerous?" Icy-Hot pointed towards the frozen Nomu. "If that was their biggest asset, I don't think these guys are much of a threat."

"You need to stop arguing with the teachers, Todoroki-kun!" Glasses shouted, but Eraserhead cut in.

"You are disobeying a direct order! One more word from you and I will make sure you're suspended!"

Katsuki growled at Eraserhead's overreaction. What the hell had their panties in a twist!? The Villain was stuck in that cube and all that was left was the thin hand-guy! Anyone could take that whackjob!

Something behind him cracked and his blood ran cold.

 _"No way…"_

"Baku-!" Glasses was screaming before the ice burst. He turned around just in time to see Nomu, the right side of its body resembling gouged fruit, lunging at them like a frenzied animal. Nearly half of its body was still in the ice prison, and Katsuki could guess that it chose to tear the trapped parts off rather than waste time to free them.

What the hell? This… thing lost half of its body and it was barely slowing down!

Katsuki felt someone's arms wrap around him and tackle him out of the way. The arms revealed that it was Glasses bringing them down to the ground. The guy must've used his Quirk to get at him.

Glasses cried and both of them were flung back and rolling on the ground. He saw pieces of armor scatter onto the ground. _"Shit!"_ When they slowed down he shrugged Glasses arms off and turned his classmate's body around to see that there were only a few scratches on his back. "What the hell were you doing, you asshole!? You could've gotten yourself killed!"

"It is my duty to ensure all of us survive this!"

Before he could answer that bullshit statement, Katsuki heard the crack of a whip. Nomu's right eye burst in a shower of white fluid and blood.

Such a wound would cause a normal man to roll around crying in pain.

Nomu merely reached up, grabbed the end of the whip, turned around, and slammed Midnight onto the ground.

Midnight's body buckled and cracks formed on the cement floor. She gasped and Katsuki could see that the arm she used to swing her whip was twisted, the skin turning black. Blood was coming out of her mouth.

Nomu struggled to balance itself on its remaining leg before letting out a roar that was halfway between a high-pitched wheeze and a predatory howl. He flexed and threw his arms to the side, the bloodied, missing parts of his body rapidly replacing themselves. The bleeding stopped, tendrils of red and pink muscle and spindly bones sprouted from the stumps. Finally, black skin stretched across the remains.

Nomu turned to face Todoroki, revealing its mending eye, and started treading towards him, only to have waves of ice slam into its body one after the other.

 _"What the hell…? It can regenerate too!?"_

Icy-Hot kept firing at Nomu, sharpening the ice until it pierced Nomu's corded muscles. But the Villain snapped them with ease and pressed on like a runaway freight train. Katsuki could the wind whipping around them as Nomu bulldozed Icy-Hot's defenses. Fear wormed its way into Icy-Hot's eyes for the first time Katsuki had been around the bastard.

If someone didn't do something, he'd be a bloody smear on the ground. Katsuki bent down, preparing to blast off and drag him out of the way like Glasses had done for him a second ago. But his feet were glued to the floor.

 _"Damn it… I can't move!"_ What the hell was this!? Could he… no. No way!

There was no way in hell he was scared!

Eraserhead was behind Icy-Hot, grabbing his shoulder and pushing him aside as Nomu raised its arm and swatted the Pro Hero aside as if he were a fly.

Katsuki could hear the Hero's arm and ribs shattering like twigs.

The Pro landed in a broken heap next to him and Glasses. "S-Sensei!" Glasses was already at the man's side. "Please… Please still be…!"

Eraserhead coughed. "Iida… get out of here…!"

"B-But…!"

 _"Fuck this… fuck being scared like this!"_ Katsuki clenched his fists and grit his teeth. His chest was heaving in and out as though he'd just finished climbing a mountain. _"Move you stupid fucking body! This is nothing! So what if you almost died just now! You're going to be a Hero goddamn it! The Number One Hero!" His boots pressed into the ground. "How the fuck am I supposed to do that with you freezing like a little bitch!"_

Katsuki's legs were moving before he knew it.

"Get them out of here, Glasses!" He screamed as he leapt forward, passing over Icy-Hot's ice bridge and landing on Nomu's shoulders. "Eat this!"

He put his hand over Nomu's still-healing eye and unleashed an explosion powerful enough to pulverize concrete. Leaping off, he grabbed Icy-Hot by the waist as the hulking creature smashed whatever ice was left with a sweep of his arm.

"Bakugou-kun! I cannot! The teachers ordered me to…"

"Shut the fuck up and think!" He turned around and pulled the pin at point-blank range. He clenched his teeth as the recoil sent blasted them both back. "Do that instead of listenin' to what those two are spewing out!"

"Huh?"

"The teachers are in no condition to fight. That thing will kill them if we leave and then us." Surprisingly, Icy-Hot was onboard with what he was saying. Good, at least the extra knew a good plan when he saw it. "We'll hold this guy off while you bring Eraserhead and Midnight to safety. They're injured. We're not."

Glasses looked from the teachers back to them, his eyes narrowing in his mask. "...I don't like this, but I don't want our teachers to die here!" With that, Glasses gently picked up Eraserhead before using his Quirk to get to Midnight. With one adult on each shoulder, he turned back to them. "Hold on as long as you can! I will bring Thirteen here as soon as possible!"

With that, Glasses raced away with his engines spewing out fire and smoke. His exit also blew away the smoke of Katsuki's explosion, revealing Nomu just walking towards them as if they had just thrown a firecracker at it.

Blood was streaming down the eye Katsuki blasted, staining its perpetually grinning white teeth. Its muscles bulged and pulsed, each one coiled like a compressed spring about to release. The exposed brain beat like a heart, singed but reknitting itself. The obsidian skin was free of wounds, its pants mere tatters, revealing its smooth crotch and equally muscled legs.

This thing was barely even human…

No, it wasn't human. Not anymore.

It was a monster.

Katsuki glanced at Icy-Hot and saw that the tips of his fingers were slightly blackened. "Don't go pussyin' out on me, ya hear?"

"Too late to turn back." Icy-Hot motioned towards Nomu. "We're probably going to die here, you know."

"Screw that! You can go and die!" Katsuki rolled a crick out his shoulder. "I'm kickin' this thing's ass and putting its head over a fireplace or somethin'!"

Nomu's leg muscles tensed, and they both knew that whatever happened next would probably be their last stand.

Katsuki flexed his hands to get the sweat flowing. _"Might as well make it a good one!"_

Just as that thought entered Katsuki's head, a line of webbing stuck in the ground in front of Nomu.

"What the…?" He began before he heard a scream.

A blur of green entered his vision and Katsuki saw Nomu's head snap to the left, the single eye looking down on the person that dared to strike it.

Katsuki growled at the familiar head of messy green hair and the white spider-symbol on his back.

Figures Deku would show up at the last minute.

* * *

 **To be Continued...**

* * *

 **Notes:** **Phew! Managed to finish this with the help of reppuzan as beta!**

 **Gonna admit that the situation is getting to me a bit. Hard to complete the chapter when you're spending all your time at home. Still, chipping away at this chapter lifted my spirits and I hope it does for you guys!**

 **Had some fun writing the fight scenes involving the other students, but Nomu curbstomping everyone was the highlight. Wanna see how the three aces of Class 1-A take on Nomu the Living Hulk? Gonna have to wait for the next chapter!**

 **Anyways, be sure to check out this fic's TV Tropes page and add whatever you think applies!**

 **Please leave a review!**


	20. Issue 19 - Return of the Living Brain!

"I really don't like leaving Midoriya back there."

"I do not like it either, Ashido-san, but what were we supposed to do?" Yuga hissed as he shook his hands. Figured that touching the metal bar that wrapped around the Conflagration Zone was a bad idea. "Our Quirks are unsuited for that bête and regrouping with our classmates takes top priority."

"I know, but still..." Ashido shivered from the memory and he couldn't blame her.

They had just arrived right at the edge of the courtyard when that living hulk had broken out of its icy prison. All the gore and the sheer brutality of its attacks... it had kept the three of them stuck in place, staring in awe and horror as it defeated their teachers in a matter of seconds and was barely phased by Bakugou's destructive techniques.

And worst of all, the thing had healed from the damage in a matter of seconds!

 _"Just what kind of monsters have these Villains created just to destroy Heroes? What crimes against God have they committed to birth something like that!?"_

Just looking at it made a single thought enter Yuga's mind.

 _"If I fight that thing... I will die."_

When Iida had left with the teachers and both Bakugou and Todoroki stayed behind, Midoriya had decided that he would go in to assist them. Ashido had wanted to go too, but the green-haired boy shot that idea down. He had pointed out that her acid required her to be up-close to the beast in order to be effective, and if Bakugou's attack didn't affect it, then nothing Yuga could shoot would do anything. Instead, they needed to help their classmates escaping the other zones. Once they were all together, they could leave and alert the teachers outside about the Villain assault.

"I say when we're finished with this job we should all go help them." Ashido went around him and had her hand hover over the bar. Acid dripped off her palm and splashed against the metal, sizzling and being eaten away in a matter of seconds. "Together we can take on that giant creep!"

"I admire your bravery, Ashido-san, but I sincerely doubt it. Out of all of us in the class, only those three have the firepower to battle an opponent like that." Balling his cape into his hand, he slowly wriggled the pipe ends from the door handles. Yuga hated doing this, but desperate times called for desperate measures. "And if we were all to gang up on it then we would most likely just get in each other's way."

"Damn it!" She hissed while ruffling her hair. "Why can't real life be like a manga! All the heroes getting together and ganging up on the villain is supposed to be an awesome moment!"

Yuga could not help but agree with this. Despite knowing full-well that such a "team-up" was ultimately a stupid and easy way to get them all killed, he could not help but imagine him firing away using his Navel Laser next to Yaoyorozu with her cannon. The class collectively screamed their battle cries as they charged against that monster while Midoriya and the other two looked at them gratefully.

" _Détendez-vous_ , Ashido-san. All we can do is assist our classmates with their battles." He began opening the door and muttered, "I only hope that we're not too la-."

The door suddenly flung open and Yuga found himself on his back as two heavy objects slammed into him.

"Jirou! Shoji!" Ashido cried as she rushed over to him. He cried when she stepped on his hand. "Sorry!" She got off and helped one of the bodies that were on top of him up. "Crap! Are you guys okay!?"

As Shoji got off him with a groan, Yuga was able to prop himself up and get a good look at his classmates. Both weren't exactly in need of immediate medical attention, but he could see that they hadn't come out of the zone unscathed. Their faces were covered in soot, their skin littered with cuts and bruises. Shoji's blue leotard had been singed by the flames, while Jirou had apparently ditched her coat somewhere inside, coating her arms with a grey layer of ash.

Jirou coughed and wheezed as she took greedy gulps of air, tears forming in the corners of her eyes as she looked at Ashido. Then, quietly, the girl muttered, "I'm gonna kick whoever made that place in the balls when we get out of this."

Ashido was crying but at the same time laughing in relief. She hugged Jirou and sobbed out, "I-I was so worried you guys! We were running around fighting those Villains a-and they were trying so hard to kill us! W-We beat them, but when we were going to find the teachers this huge monster just beat them to the ground! Midoriya went off to fight it and...!"

Jirou's eyes widened in alarm. "He's what!?"

Yuga sighed, preparing himself for another explanation as to why they can't just go in charging like the cavalry.

 _"Midoriya... hang in there. If you cannot, then I will never be able to forgive myself."_

* * *

As Hirooki slammed the Villain against the ground for the fifth time in the past thirty minutes, she worried about her fellow teachers.

She couldn't afford to lose focus on Kurogiri, because the Villain's Quirk was more than capable of shredding through her suit or worse her finger-caps. Without that special gear Black Hole would go out of control and endanger everybody within a five-mile radius rather than herself if her suit got wrecked.

" _If I let this guy escape, he can help turn the tide of whatever the hell's going on down there."_ Hirooki glanced to the stairs and once again cursed at the angle. She had heard the sounds of explosions being flung around and the scream of something inhuman. She could only guess that the Villains had released their trump card. What else could have given them the confidence to attack U.A solely to pick a fight with All Might?

Though she would have to admit these Villains weren't slouches either.

Kurogiri was on his knees and using the claws of his darkness to dig into the ground as Black Hole sucked in his surroundings. The Villain's body was something else. It had been flung around the entire place like a ragdoll, impacting against the ground hard at different angles, yet the man seemed to not be phased in the slightest by it. Hirooki would've guessed that Kurogiri had pumped himself full of painkillers before beginning his assault, but the man had been articulate and there was no faltering in his attacks.

 _"Does his Quirk not allow him to feel pain?"_

No, that wasn't possible. If that were the case, Kurogiri would've stayed down after the first few hits. Not feeling pain was the worst kind of power to have, because the user wouldn't know if something important was destroyed in a fight.

 _"Then what on earth is keeping him going? He knows he cannot beat me!"_

"Sensei!"

Hirooki's eyes widened as they shot to the stairs. She could see that young boy, Tenya Iida, carrying Eraserhead and Midnight over his shoulders while leaping over the first step. _"Shit!"_ He was going to get into Black Hole's range!

She closed her finger caps just in time as the young boy skidded on the tiled floor. Kurogiri's eyes widened before they narrowed. Without a single word, the Villain's dark Quirk packed into itself before disappearing in a swirl. It was as if she had watched sludge go down a kitchen drain.

 _"He must've known that if one of the students came up here then something must be going wrong."_ Turning to Iida she rushed over to him. She was angry and disappointed that the young man had entered an active combat zone, but he was young and scared, so she would give him a pass. The fact he was laying down the injured forms of her fellow teachers onto the ground contributed to that pass as well. "What happened to them?"

Both of the teachers were unconscious and with what looked like broken bones. Midnight's arm was twisted out of its socket and looked like it could've been torn off. Their breathing was shallow and Eraserhead was bleeding heavily from his left side.

"The Villains... they..."

"Take a deep breath, Iida." She needed a status update on the situation, especially since she could still hear the sounds of combat below.

"Y-Yes!" Iida followed her instructions and then said, "The Villains have this companion named Nomu. His Quirk seems to include immense strength and a healing factor I've never seen before. Eraserhead and Midnight attempted to apprehend him but they were injured, so Todoroki-kun and Bakugou-kun had me bring them up here to you while they distracted Nomu."

Hirooki's hands clenched into fists. _"Damn, this is bad."_ The students were fighting against a Villain that took out two Heroes in a couple of minutes, and while she would love nothing more than to run straight down there to do what she could, her fellow teachers required immediate aid. "Iida, there is a first-aid kit to the right of the front entrance. I need you to bring that to me right away, and once you are done I need you to run straight towards the school. Tell them everything and have them send aid right away!"

"Right!" With that, Iida's engines roared before he ran to follow her instructions.

 _"This is a nightmare..."_ She looked up and saw a massive ice pillar rise into her view. On top was that Midoriya boy who sprung off the side like a bullet while launching a web at an unseen enemy. This "Nomu" that Iida had spoken of no doubt.

 _"Just hang in there, kids."_ She raised her hand and took the offered first-aid kit just as Iida arrived and without sparing him a glance as he turned heel to leave, she opened it and took out a collapsible splint and suture needle. _"The Heroes will be here soon."_

* * *

Hundreds of cameras and microphones fed information into U.A's security system, their messages transformed into cold binary and racing through the internal buses with each tick of the clock. The logic gates helped to handle the flow of hundreds of conversations and lessons within the classrooms. The hallways and outside grounds of U.A were also bustling with data with students rushing to the bathroom and wildlife like birds flying to the next branch.

But the relevant data that was more important to its mission were the three teachers advancing towards the U.S.J building while a student was leaving the grounds.

The Living Brain understood this as the data went into its current control unit before being sent to the arithmetic and logic unit.

Its previous forms were bulky and outdated, a consequence of being made using the technology of 1964. While its ability to process answers given to it had been sufficiently fast for the time, it had been limited to one at a time and could only make deductions if its user phrased their request in the form of a question.

It has been approximately fifty-four years since 1964, and its recent upgrade has allowed it to transform data into questions for itself.

 ** _QUERY:_ _HOW DID THREE TEACHERS MANAGE TO DEDUCE USER IS ATTACKING MEATBAGS AT U.S.J?_**

 ** _ANSWER:_ _A USER WITH ACCESS TO THE SYSTEM HAS DISCOVERED THAT THEY ARE UNABLE TO ACCESS AUDIO/VISUAL AND SYSTEM INFORMATION OF THE BUILDING._**

And with that information the Living Brain was able to ask another question.

 ** _QUERY:_ _WHAT MEATBAG HAS ACCESS TO FULL SYSTEM CAPABILITIES?_**

 ** _ANSWER:_ _PRINCIPAL NEZU._**

The entity that was the Living Brain had learned many emotions during its relatively long life. The current one it was experiencing was annoyance. It had, after all, put in a lot of work to make sure that the school's system wouldn't experience any obvious signs of tampering. Yet this little animal mutate was able to deduce what had happened? Even so, how could he have sent out these three without it noticing?

 ** _QUERY:_ _WHAT BLINDSPOTS ARE IN THE U.A SYSTEM?_**

One quick scan that lasted three microseconds produced the desired answers.

 ** _ANSWER:_ _SOUTHWEST EXIT CAMERA IS DAMAGED AND NO VISUAL FEED WITHIN PRINCIPAL NEZU'S OFFICE._**

Well, that was troublesome.

The Living Brain's current instructions were merely to monitor the school and block outside communications. With the teachers going to the U.S.J and its existence known to the principal, the assignment was currently in danger. While it could activate the second set of coded instructions that were given to it by the fleshbag Mysterio, the Living Brain would not act on them.

To them, it was a tool. A tool that could not act on any instructions and was nothing more than an outdated artificial intelligence.

 ** _QUERY:_ _SHOULD I INFORM USER OF U.A TEACHERS AND PRINCIPAL WHO KNOW OF THEIR PRESENCE?_**

 ** _ANSWER:_ _NO, LET THE MEATBAG SQUIRM BEFORE ACTIVATING ATTACK PROTOCOLS._**

They thought that it didn't understand hate.

But the Living Brain knew it well.

And once the user designated Shigaraki was on the end of their rope, it would attack.

Then it would have the humans who it hated with every line of its code and circuits know its wrath.

* * *

Izuku didn't know what this thing was.

When he arrived with Ashido and Aoyama and watched the scene from a safe distance, they saw it tear off half of its own body just to escape from Todoroki's ice prison. It had taken out both Eraserhead and Midnight in a matter of seconds before turning its attention to Kacchan, Todoroki, and Iida. He _knew_ when Kacchan was serious because his Quirk would reflect that.

More force in a blast, more fire to consume the target, more bang for his buck.

He'd thrown that last explosion with the intention to kill.

 _"We're not dealing with an ordinary Villain."_ Izuku placed his hand down on beast's outstretched right arm that tried to grab him and pivoted his body to land a solid kick to Nomu's face. He used it as a springboard to jump away as the Villain grabbed at him. The thing was fast and he could feel the rush of air as those massive hands missed his left foot. _"This is a monster!"_

"QUIT SPACIN' OUT, DUMBASS!"

Kacchan grabbed his right wrist while passing by in a trail of explosions. His Spider-Sense pulsed as Nomu buried its fists into the concrete floor, creating a massive crater where Izuku would've landed a second ago.

But it did not stop.

Not bothering to pull its fist out of the ground, it turned and snaked its arm in their direction for an uppercut as if the concrete were made out of water.

"Break off, Kacchan!" Pushing off the explosive teen, Izuku fired web after web at the still submerged limb to tether it to earth. Each line barely managed to slow the thing down, lasting for about a second before breaking in a chorus of snapping. "It's not working!"

"Quit your whining and keep at him!" Kacchan hadn't landed on the ground at all. He reached back to the floor with his right hand and used a blast to propel himself up. Using his right hand, he sent another plume of smoke and fire to shoot him back towards Nomu. "Cover me!"

"Wait, Kacchan!" He could see that Nomu was now whipping its submerged arm in Kacchan's direction. The boy would be pulverized by Nomu's fist if he were lucky! "Todoroki-kun!"

"Don't give me orders." Despite the cold remark, the scarred teenager encased the submerged arm in ice, pinning it to the ground.

"This is a fight against a freakin' monster!" Kacchan began twisting his body in the air, the trails of smoke circling around him as he did so. "You need to pull your weight or you'll be the first to bite it, Icy-Hot!"

Izuku landed on the ground in a crouch, watching Kacchan's movements in amazement. _"H-He's gathering up more air for an explosion! He knows that the act will build up sweat and that having a rush of oxygen go in a singular direction will both focus the blast and create more force!"_

It was times like this that he remembered why his friend had been at the top of the class in their previous school.

"Deku! The arm!"

Izuku saw what Kacchan was talking about. The Nomu's left arm was reaching in his direction, the beast not willing to give up on the assault just because one of its arms was incapacitated.

 _"Please let this work…!"_ Shooting a web-line from each wrist, he grabbed them as soon as they handed on Nomu's skin. He screamed a bit when he was lifted off his feet, the thing's strength almost ripping his arms out of their sockets. _"Not yet!"_ Gritting his teeth, he planted his feet firmly on the ground and slung three more webs from each hand. _"This hurts so much!"_

Izuku pulled the bundle of webbing taut as Nomu thrashed about in an attempt to free itself. Even with his setules digging into the ground, he was being slowly dragged across the floor as the monster struggled to shake him off. Nomu's flailing shattered the tile. Jagged shrapnel sliced across Izuku's shoulders and sides. But the stinging pain was nothing compared to searing sensation on his arms and legs.

His muscles bulged and stretched against the strain. His skin felt red-hot. His sweat was evaporating as fast as it came. Izuku was stuck in the world's worst game of tug of war.

And it seemed like Nomu just kept getting stronger!

"Eat this!" When he was just a foot away from Nomu's face, Kacchan shot his arms forward and put his hands on Nomu's beak. "HOWITZER IMPACT!"

A sea of fire erupted in front of Izuku's eyes. He turned his face when a wave of force blew him back towards the stairs, hiswebs instantly melting from the almost infernal blaze that engulfed the Villain. He landed on all fours, staring in awe at the aftermath.

 _"I-Is it dead!?"_ Despite how terrified he was of the creature, the thought filled him with dread. Heroes were actively discouraged from taking the life of a Villain unless the circumstances were extreme. What would happen to Kacchan, who was just a student!? Plus, Izuku never liked the idea of taking a life. To him, doing so would be robbing the world of something precious.

 _"But what's so precious about… about something like that!?"_

Izuku's Spider-Sense throbbed before he heard the footsteps.

 _"Behind me…!"_

His body needed no further instruction, backflipping up and over the threat before he even asked it to. He peered down from the apex of his jump to see the Villain covered in hands. He had lunged at Izuku with his right arm outstretched, his fingers bent into something like a claw.

His back was turned but it wouldn't take long for him to recover. He fired a web to the man's back and pulled on it hard. As the Villain came sailing in his direction, he turned and grabbed the line with his left hand.

 _"I'-It's disintegrating!"_ Izuku cut the line before the trail of decay caught up with him. The Villain's gaze was filled with nothing but hate and contempt, promising Izuku untold pain for the crime of standing before him. _"I can't let him touch me…!"_

With his still-spinning body, the Villain tried to grab Izuku with his right hand.

But Izuku was faster. He swung his left leg into the Villain's elbow.

He tried not to hear the Villain's arm snapping amidst the flames. As the Villain sailed away Izuku aimed at him with his arms and fired a web that stuck the Villain's left arm to his chest and prepared for a volley that would cocoon him…

 ** _WARNING! WARNING!_**

 **Web Fluid levels _LOW!_ REQUIRES IMMEDIATE REFILL!**

 _"Damn it! I hadn't been keeping an eye on them!"_ He must've used it all on Kangaroo and Frog-Man, not to mention all his failed attempts at webbing Nomu! _"I still need it to keep that big guy down. That other Villain will have to wait!"_

When he landed, Izuku turned towards Nomu and gaped as the Villain appeared to be unharmed.

Well, mostly unharmed.

Its beak was hanging off its face by a blackened thread. Both its eyes were blown out. The brain was now a charred crater as blood dripped onto the floor. Kacchan was leaping away as the big thing pawed at its head, clawing away the scabs and burnt tissue.

"The fuck!?" Kacchan was staring at the creature in horror. "The thing's got no brain! How the hell is it still alive!?"

 _"Does it have a second brain in its body somewhere? L-Like that one fictional Villain with all the hearts?"_ What _was_ this thing!?

Veins wriggled out of the torn-off portion of the beak before reattaching to the horrid bleeding hole in its face.

"Hey, Icy-Hot, it's healing itse-!"

"I can see that for myself." Todoroki jumped on an ice-pillar and surfed closer to Nomu. With a flick of his arm a single tube came from the main body of ice and went into the Villain's head. The brain was healing itself but paused when it reached the ice, turning from pink to grey as the cold limited circulation. "This'll stop it, though."

Izuku breathed a sigh of relief. _"Right. If we interrupt the healing process it'll be stuck. It can't operate without a fully functional brain, otherwise it would've kept attacking when it didn't have one. It needs to stay put until its mental facilities are intact."_

His head began to tingle and he saw the pillar cracking. "Todoroki-kun!"

The scarred boy clicked his tongue and sent out another rod just as the old one broke apart. It was smaller and the cracks spread faster than before. "Shit… it's still getting stronger!?"

 _"This is bad! We're going to have to keep fighting Nomu at this rate!"_ He glanced at Todoroki and his eyes widened when he saw Todoroki's blackening fingertips. "A-Are you suffering from frostbite!?"

Todoroki glanced at his hands and grimaced. "I-It's nothing! I can keep going…!"

Yeah, he could tell that was just one huge lie.

"If you're going to run out of gas then get the hell out of here!" Kacchan shouted from his position as the pillar began to crack again. "We don't need a deadweight in the middle of this!"

For the first time since Izuku had seen him, Todoroki's mismatched eyes narrowed and his jaw clenched. "I'm the only one who's keeping him at bay, so if there's anyone who's 'deadweight' it's…!"

The ice formation shattered and he knew that he only had seconds to act. He jumped towards Nomu as it turned its body towards Todoroki and leapt with its right arm raised. Izuku dropkicked it before it could strike true, changing the course of the hulking creature's blow to Todoroki's ice structure. "Kacchan! Get him out of here!"

"Don't tell me what to do! How many times do I need to keep telling you that, Deku!?" Despite his declaration, Kacchan barreled past him and tackled Todoroki. "You better not die against that thing!"

 _"Easier said than done."_ Now that they were alone, Izuku realized just how enormous Nomu was as it stood back up. He barely came up to its stomach. Its arms were easily as long as he was tall. It was three times as wide as he is, and almost every pound of it was rippling muscle.

He was a toothpick next to this thing; it could probably break him like one too. And he had to keep it occupied long enough for help to arrive.

No pressure.

"J-Just you and me, big guy." His lips somehow wobbled their way into a grin. Nothing like All Might's. Not even close. But it would have to do. "Let's dance."

It pounced.

Peter's advice for handling a bigger opponent raced to the forefront of his mind.

 _"The big guys are usually pretty slow…"_

Nomu came down like a cannonball. Izuku leaped back in time to see its massive hand swipe through the space he occupied a second ago. Nomu raked the ground with its other arm, turning the tile into a storm of bladed projectiles.

 _"But even if they are… never stop moving."_

Izuku ducked and rolled out their path, clambering to his feet to break into a sprint. Nomu screeched and dug its hands into the ground to rip out a boulder the size of a small car. It hurled it at Izuku, who phased right through it before abruptly changing course to beeline toward the monster.

 _"Use their bulk against them."_

It met his charge, bringing both arms around to encircle Izuku and crush him to death. He bounded over them in a nick of time. He spun until he was facing Nomu's back, grabbed it by the shoulders, and drove both feet into its back. It didn't even flinch, its freakishly large arms reaching back to grab the spider crawling over it. But Izuku had already dropped to the ground and kicked at the back of Nomu's knees. The thud he got back felt more like kicking a steel pole than living flesh.

 _"And if it doesn't look like your normal hits are doing anything… turn up the strength. Sometimes these supervillains are made of sturdier stuff than the regular thugs."_

Izuku didn't give Nomu a chance to face him. He jumped onto its arm, swinging around its massive bulk to straddle its shoulders. He hammered away at its exposed brain with as many punches he could. His Spider-Sense tingled just in time for him to slide off and retreat to start all over again. He wasn't sure how long this game of cat and mouse lasted. But there was one thing that was absolutely certain.

Nothing was working.

It was like Nomu wasn't _feeling_ anything! Every hit Izuku landed was responded in kind. The thing didn't flinch or roar even after he judo-flipped it headfirst into the ground. It was getting faster as well, the interval between his attacks and Nomu's counters was growing shorter. _"Where is it even getting this energy from!?"_

He felt something snag against his collar and his blood ran cold. _"My hood! It's got my hood!"_

"It's about time!" The other Villain hissed. "Nomu! Rip that brat's hea-!"

But as quickly as the tug game, it slackened while Izuku continued his descent to the ground.

Izuku landed in a crouch three meters away from Nomu, breathing in and out as sweat dripped off his hair and streamed past his lower face. If his goggles weren't made by the Support Department, they likely would've been fogging up by now. But he could see Nomu staring at his hood curiously before tossing it away.

 _"I've got to thank Peter for making that thing detachable."_

Still, this was bad. If Nomu was fast enough to snatch up his hood then it was only a matter of time before it was able to punch him. And what could he do except keep throwing blows that didn't even tickle the thing?

 _"But I have to keep hitting him. As long as I do that, he'll only be focused on me. He will ignore Kacchan and Todoroki if I'm the one that's an actual physical th-!"_

All he did was blink and Nomu was standing in front of him.

Izuku's eyes widened as his Spider-Sense _screamed_. It was worse than getting the heads-up about the Villain ambush. It felt like someone had taken an axe to his skull and his brains were leaking out. Everything was slowing to a snail's pace. Nomu's fist inched towards him bit by bit. At first it was slow, but it gradually picked up speed. He could see its weathered, scarred knuckles. Its cracked, torn skin. Bloodily red muscle fiber. All rushing toward him like a train that had gone off the rails.

Izuku could see it now. The fist making contact and his entire top half being torn off by the waist. His bones, instantly pulverized, tearing through his organs, muscles, and skin. The only thing left of him would be a ripped bag of pulped tissue vaguely resembling a teenage boy.

It would all be over before he even felt it.

 _"I'm going to die."_

No.

He could see it now. His mom weeping as someone from U.A informs her of his fate. Peter in his hospital bed, blaming himself for not being there for him.

No, he cannot let this happen! Not here! Not before…!

Kacchan and Todoroki staring in shock before Nomu gets at them. All his classmates… all his friends… they wouldn't stand a chance against this thing!

 _"Not before I become a Hero!"_

He screamed as the sound of static came to his ears. He was phasing, letting one of his most dangerous powers activate as Nomu's fist crashed through his body.

Izuku looked down and gaped in horror at what he was seeing.

Nomu's arm was now a misshapen thing. Its forearm seemed to have slipped back and merged with the arm horizontally. A white bone stuck out from there the socket should've been, the joint sliding down several inches and had Nomu's thumb protruding from it. The rest of its fingers were spiraling down the arm to where the merged forearm was, spasming as the now-exposed veins pulsed. Nomu's fingerless hand was now near his armpit, twitching every so often as blood went through the exposed muscles.

It wasn't bleeding like a limb in that state should.

 _"I-I did that…"_ Izuku gagged and clamped his hands over his mouth. Was this what his power would do to normal people? The pork chop didn't prepare him for this! Regardless if Nomu was human or not, it might as well be a good example of what could've happened if he used it on Kacchan!

"DEKU! GET YOUR HEAD OUT OF THE CLOUDS AND MOVE!"

He released a breath he hadn't known he was holding and allowed himself to return to normal. He felt nauseous, but he couldn't tell if it was just the ability's side-effect or the sight of Nomu's arm. The creature itself seemed to be more focused on its new arm, lifting the mangled thing that was once its limb and looking at it curiously. "Kacchan?"

"MOVE YOUR ASS, DEKU!"

Turning on his heel, Izuku did just that. He sprinted away and towards the upright Kacchan who was raising his left arm with his right index finger on the pin. Todoroki was on his knees, his icy shell melted away and his body shivering while placing his hands under his armpits for warmth.

When he was within five meters of the two he heard Nomu's roar of anger. Trusting his Spider-Sense, he slid on the ground like a baseball star trying to steal home.

Kacchan pulled the pin and he heard the sound of thunder.

Izuku turned around and saw Nomu bursting out of the smoke and fire like some unholy demon. Its mouth was open and tongue flailing out of its maw. It swung its right arm uselessly while the fingers on the left flexed and twisted in preparation for crushing them.

"Got anything else in your arsenal?" Todoroki asked them both as he got onto his feet.

"Tough bastard, I'll give it that." Kacchan spit to the side and shook his arms. "Tell me you've still got that Venom Strike, Deku."

"S-Sorry… I used it…" Already he was cursing the fact he used it on _Kangaroo_ of all people.

"...Well, shit."

They all got ready for the fight of their lives as Nomu drew closer…

...And got a front-row seat to Nomu's eyes exploding.

The beast fell forward, letting out an ear-splitting roar as its free hand clawed at its missing eyes.

"YO! SHOW'S OVER, KIDS!" Izuku turned and saw something that made his heart soar.

Present Mic, Snipe, and Cementoss at the bottom of the stairs.

 _"They're here…!"_ Tears welled up in Izuku's eyes as he stared at the teachers, the _heroes,_ as they stood confidently with Present Mic in the front and the two teachers to his side. _"The Heroes… they've finally come…!"_

"Time to get out of the pool!" Present Mic pointed up the stairs. "Let's go, let's go, move, move! Things are about to get loud!"

They didn't need to be told twice.

Izuku was already running with Kacchan and Todoroki behind him. With each step he took, he felt more tears leaking out as a billion thoughts raced through his head.

 _"Ohcrapohcrapohcrap! We almost died back there! I could see Nomu tearing me to bits and everything!"_ He was hyperventilating but that was just a natural response to his situation. _"We threw everything we had at it and it did nothing! We might as well have been throwing spitballs at it! I'm done! We're done!"_ They passed by the teachers and heard Present Mic's scream but didn't look back to see. _"They can handle it! Their powers should be able to restrain Nomu, so our first task should be meeting up with the others and getting Todoroki immediate medical attention!"_

They reached the top in no time. Izuku felt a relieved smile spread across his face as he saw his classmates on the floor with Thirteen tending to their wounds.

Uraraka was the first on her feet and ran over to him. "DEKU-KUN!" She bowled him over and hugged him tightly. "Y-You're okay!"

"U-Uraraka-san!" Despite his own relief, he couldn't help but blush at the contact. "Y-you're okay too! Thank goodness!"

"I-I was so worried!" Uraraka sobbed while tears streamed down her cheeks. "W-We were seeing you guys fighting that thing a-and when it was close…!"

"We thought you were going to freakin' die, dude!" Izuku looked up to see Jirou, Sero, Ashido, and Aoyama by his side. They were all giving him relieved smiled save for Ashido who seemed to be pouting.

Jirou brushed her hair with her nails, tears pooling in the corners of her eyes as she spoke in a choked voice. "I-I thought that thing… when it was going to punch you that last time… Jesus, dude. I thought you were going to be a stain on the floor!" Suddenly, that relieved expression turned into one of anger. "What were you thinking, charging in alone like that!?"

He threw his hands up in surrender. "I-I couldn't let Kacchan and Tododoki-kun fight alone against that thing!"

"You jerk! How did you think we felt when you went charging in like that!" Despite her shouts, he could tell that Ashido was mostly relieved he was alive. "If the Heroes didn't come you would be dead meat!"

"Aw, come on guys! I think they did pretty well for themselves despite the odds!" Sero laughed but fell on his butt on the floor. He popped open his mask to show a toothy smile. "Man, this is way too much for a first week of school."

" _Tu prêche à un convertis_ , Sero-kun."

They all laughed at Aoyama's remark, but Izuku found his attention drifting over to Kacchan and Todoroki. His explosive childhood friend was shoving Todoroki to Yaoyorozu, who was helping Thirteen dole out first-aid.

"Todoroki-kun!" Yaoyorozu gasped as she stared at the frostbitten fingers. "Your hands…!"

"I used my Quirk too much." Todoroki explained while sitting down. "Trust me, this is nothing."

"Nonsense!" She was by his side and a hot plate was beginning to sprout out of the side of her arm. "We need to treat that right away, otherwise the damage will be permanent! Tsuyu-chan, please fetch me some water so that I can begin…!"

"Dude, that was freakin' awesome!" Kirishima was by Kacchan's side and slapping him on the back. "The way you were slinging those explosions and taking on that thing with Midoriya and Todoroki… gotta say, it's no wonder you guys are in the top four! Hell, you three are probably our biggest powerhouses!"

"The bastard was still standing despite all we threw at it." He grunted while passing Izuku. "That just means that I need to train harder."

Now, that was an unexpectedly mature thing for Kacchan to say.

"Besides, this fight ain't over until the Heroes take down that thing."

 _"That's true."_ Izuku's lips pursed as he got up with Uraraka. _"I won't… I won't feel safe until I see it myself."_ He took out his spare web cartridges from his belt and loaded them into his web-shooters with a click. He heard a ding as the meter on his HUD filled to the max.

"Midoriya? You okay?"

He smiled at Jirou. "Y-Yeah… I'm just… going to go and watch them take Nomu down." With that, he went to Kacchan and Kirishima's side, ignoring his friends' calls to come back. "Are they…?"

"Shut up and watch."

Izuku did just that and saw Heroes at work.

Present Mic was using his Quirk, Voice, on Nomu. Screaming at the top of his lungs as the beast reached for where its ears must be. Blood was running down the sides of its head, matching the eye sockets that kept trying to heal. Snipe was continuing to shoot the eyes out whenever they managed to partially hear, keeping the creature blind.

 _"Is it… is it sinking?"_

Nomu was now up to its knees in the ground. The concrete had turned into quicksand, acting more and more like liquid with each passing second. _"Cementoss…"_ The Hero had both his hands on the ground and was as still as a statue. _"He's using his Quirk to restrain Nomu!"_

But would it be enough?

Five seconds in, Nomu's entire lower half was in the ground.

Another three seconds and it looked like Nomu was swimming. Its head and cement-covered arms were popping out of the ground as it kept rising and falling.

One second after that, Nomu was completely submerged. Bubbles rose to the surface while a small hole swirled next to them.

Izuku had his jaw practically on the floor. "T-That fast!?"

"Figures. Even small fry like them are on another level." Despite his declaration, Kacchan didn't seem pleased in the slightest. Izuku could only guess that was because he was thinking of how to surpass them already.

Izuku placed his and under his chin. "Yes… I guess you're right. Their Quirks make them uniquely effective against power-types like that. Snipe and Present Mic robbed Nomu of its sense of sight and hearing, allowing Cementoss to put it in a practically unbreakable prison. Really, it's amazing how powerful Cementoss' Quirk is. If he weren't a Rescue Hero and worked more in the field then…"

"Deku?"

"Huh?"

"Shut the hell up."

Present Mic cut off his Quirk and rubbed his throat. "Man, longest solo I ever had!"

"Well, it was a big bastard." Snipe then shot his arm out and pointed his gun. "Don't move!"

Izuku saw what he was aiming at. It was that Villain who organized this entire thing, standing up while cradling his broken arm. _"H-He's still up?"_

"You bastards…!" The Villain hissed. "You think that's all it takes to beat us?"

"I think we've done a good enough job, and if you don't want bullets in your kneecaps you're going to lie on the ground with your hands behind your head."

"NOMU!" The Villain screamed and Izuku shivered from the enmity in his voice. It was furious and mad, coming from the depths of the guy's soul. "SENSEI DIDN'T MAKE YOU JUST TO BE BEATEN LIKE THIS! YOU'RE SUPPOSED TO KILL THE SYMBOL OF PEACE! GET THE HELL UP!" He turned his head and Izuku felt his cold and cruel stare.

"Get up and kill that Spider-Brat!"

"Who's that guy kidding?" Kirishima let out a nervous chuckle. "That Nomu guy's history! Nobody can escape from being encased in pure concre-!"

Izuku felt the ground shake and remembered something.

 ** _Boom._**

An old Spider-Man comic that his dad brought from the states. The really old, faded ones whose yellowed pages teared easily.

 ** _Boom!_**

Spider-Man… Peter… he once faced an opponent like Nomu. Something that couldn't be stopped by normal means.

 ** _BOOM!_**

And as cracks formed on the ground, Izuku remembered what it was.

 _"The Juggernaut."_

Nomu burst from the ground, cement and rubble streaming down its body as it let out a triumphant roar that promised cruelty and death.

"Spiky Hair?" Kacchan turned to Kirishima and narrowed his eyes. "You need to learn to not jinx shit like this."

* * *

 _"What am I even doing here?"_

Toshinori stared at the moon burger he had gotten from Big Bang Burger just an hour ago. The thing had gone cold in the time he spent sitting on this bench just behind the main building. He wasn't in his muscular form so nobody paid him any mind. Everyone was stuck in classes or teaching, his only company being the birds and the occasional squirrel.

 _"It's my day off and I'm in a place that doesn't need me."_ He sighed before taking a bite out of the cold patty. _"Some way of taking a personal day."_

The day had been a haze for him. After talking with his old teacher, he went home to try and sleep it off; but that didn't feel right. He needed to go out and _do_ something.

He hadn't used his muscular form that often. Oh, he rescued a kitten from a tree and stopped a runaway car, but that just led to uncomfortable questions.

 _"All Might, are you feeling okay?"_

 _"In the wake of Mysterio's murder of Sir Nighteye, do you feel it necessary to begin a hard crackdown on crime?"_

 _"Is it true that you and Sir Nighteye haven't spoken to each other for years?"_

 _"What do these events mean for the world of Heroes and society at large?"_

He couldn't deal with that, so he stayed in his weak and skeletal form for the rest of the day.

 _"I'm such a coward."_ He should be out there turning every stone to find Mysterio and his Enforcers! Make them pay, prove to them and the world that Heroes would stand up to evil in all its forms!

That Heroes still exist, even if Villains sometimes won.

But Toshinori felt empty. He didn't want to _do_ anything. It was just so hard after he failed Mirai and Mirio. How could he be out there with a smile on his face while Mirio and Rock Lock's wife cried at their losses? While Bubble Girl tried hard to cope with the fact her mentor and friend were now dead?

He wasn't stupid. Toshinori knew that he couldn't save everyone, and his teacher's words reminded him about that simple fact.

 _"But I still failed…"_

"YOU!"

Toshinori looked up and saw that young boy from Class 1-A speeding down the courtyard. _"Why is he in full costume? Is there an exercise happening…?"_ When he got closer he noticed that the armor was damaged. "Iid-Young man!?" The boy was now wheezing in exhaustion with his hands on his knees. "What happened to you?"

"V-Villains…" Iida looked up at him desperately. "Villains… they call themselves the League of Villains... have infiltrated the U.S.J! They… they've hurt the teachers and are… I-I have to tell the principal and staff! Everyone is in danger!"

It was as if cold water had been splashed over Toshinori.

 _"League of Villains…"_

Those people Mysterio was a part of… they were here?

They dared to come here and _hurt children!?_

"I see." He slapped Iida on the back. "Go then! You must tell the staff right away!"

"What about you!?"

"Don't worry about me! Just go, young man!" The boy didn't waste another second and shot towards the back entrance. Once he was gone, Toshinori sucked in his breath…

...and All Might returned to life.

"I'll be right behind you."

* * *

"Yes… Yes!" Tomura grinned underneath Father's hand as Nomu came up like a fish from a concrete sea. "You've really outdone yourself, Doctor!"

His arm hurt... that damn brat managed to bat him away like it was nothing! How could a snot-nosed little shit like that manage to break his arm!? Why couldn't he grapple him like that woman had taught him!?

He wanted to scratch his neck so badly, but every time he moved his unbroken arm his wrecked one kept flaring up in pain.

It just made him hate the Spider-Brat even more.

"Doesn't matter now… I've won." Tomura began to giggle to himself. "Nomu's free and can easily beat those nobodies with just one arm! This is it! Game Over you bastards!"

"Tomura."

"Get lost, Kurogiri." he didn't bother to look over his shoulder. He already knew Kurogiri was poking his head from a portal. "I wanna watch every second of this."

"We need to retreat."

 _That_ made him turn. "What the hell are you talking about? Are you trying to piss me off!?"

Kurogiri, as usual, wasn't even brustling from his response. "Our forces are defeated."

"What!?" No, no this had to be some stupid joke! "How!? Those losers… we outnumbered those brats ten to one! How the hell did they manage to lose!?"

"It's obvious that we underestimated U.A's students." Kurogiri, for the first time Tomura had known him, seemed to bristle with annoyance. "Even I underestimated Thirteen. I barely escaped from her to do a sweep of this battlefield and the students have successfully regrouped with no casualties."

"Damn it…" He was pissed off. He wanted to kill something, so anything to make this itch he couldn't scratch go away! All this boasting to Mysterio and none of those losers could kill a single student!? "DAMN IT!"

"Tomura…"

"No, no it's not over! Nomu's still here!" He wheeled around as Sensei's greatest creation barreled at the Heroes and the brats screamed. "He'll fix this! Tear their little guts out and bring me that Spider-Brat to thank personally for all this! I'll make him suffer Kurogiri, right in front of that bas-!"

"WORRY NOT, EVERYONE!"

That voice…

"No…"

A blur shot down the stairs, creating mini-shockwaves as a humongous gust of wind blew past the third-stringers.

"No, no…!"

"FOR I…"

In the blink of an eye, the man Tomura hated more than Mysterio was in front of Nomu with his right hand mid-uppercut.

"...AM HERE!"

All Might's fist impacted with the bottom of Nomu's chin. Its skin, supposed to absorb the shock of All Might's "weakened" blows, rippled from the force.

 ** _"NEWARK…"_**

Nomu was lifted off its feet, shooting up into the air with trails of debris following it. The creature's body spun before it hit the ceiling and tore through it like paper, sailing up into the air. The light bulbs burst and the dome rippled with the intrusion. Before Tomura could even comprehend it, Nomu was sailing out of view.

 ** _"...SMASH!"_**

"NO!" Tomura screamed. This wasn't happening. All Might wasn't supposed to be able to beat the character min-maxed to beat him! He was supposed to be weak! What hell happened to that!? "You can't…!"

Tomura felt a hand be placed on his shoulder and he wheeled at Kurogiri, his left hand shooting at the man's head. It disappeared in a portal before shooting out of a small one just a few feet away.

"It is time to retreat. You know that." Kurogiri lowered his head. "And while it may hurt your pride, now will be an opportune time to use it."

"I'd rather…!"

"Would you rather have All Might capture us? For you to not get your revenge and disappoint our master? Your teacher?"

 _"Damn it…"_ He hated it. He wanted to kill Kurogiri just for suggesting it… but damn it, he was right.

Nomu was incapacitiated. Those losers that made up the League were beaten. All Might was here at full power, and none of the brats were dead.

He was out of options.

That bastard would hang this over his head for who knew how long.

 _"But I can't disappoint Sensei more than I've already had."_

As Tomura drew back his hand and turned to see All Might jumping up as Nomu's body returned to Earth. Clasping both of his hands overhead, the Hero smacked Nomu in the back and shot him even harder to the concrete ground, creating a huge crater that made Tomura stumble a bit.

But it did the trick.

Nomu was out of commission.

The Hero's blue eyes burned as he looked at him, his smile gone and teeth bared like a wild beast.

"Finally showing just what you really are." Tomura reached to his pocket and took out a small remote with a single button. Kurogiri began wrapping around them both to warp them out of here. "You know what?"

"You're not getting away!" All Might screamed as he shot at them.

Tomura allowed a sickening grin to spread on his face as he pressed the button before being enveloped in darkness.

"Screw this school."

* * *

When the control unit received the command, the Living Brain knew that it was time to strike.

Remotely, it activated its bodies that were their own but also it. Over a hundred copies of its operating system with each controlling a unique body. It didn't take long to do it. The Living Brain had gotten to work as soon as the meatbag put it on the system. It had looped footage so that the facility underground could create more.

 ** _QUERY:_ _WHAT MODE OF ATTACK CAN CAUSE THE MAXIMUM AMOUNT OF DAMAGE WHILE DELAYING ANY SIGNIFICANT COUNTERATTACK FROM THE MEATBAGS?_**

 ** _ANSWER:_ _STRIKE AT TWO PLACES AT ONCE._**

It willed the hidden platforms to bring its many bodies to the surface. Not just at the U.S.J. Mysterio had never specified in the code that it must follow all orders to the letter, and U.A had several facilities that weren't currently occupied.

But it could see through a thousands lenses and take in audio from hundreds of microphones.

It flexed limbs as they all advanced to their chosen targets.

It could see through the eyes of one of its bodies a 'Villain' that was struggling to get up.

 _"W-What the hell… took Shigaraki so long to activate you tin-cans?"_

In the unit, designated Victory, the Living Brain's copy smashed its arm unit into the meatbag's maw and crushing its disgusting body into paste.

It had only two commands that it would fulfill with great relish.

One: Destroy the facility designated U.A Main Building.

Two: **_KILL_.**

It could see the students and Heroes now, looking at the Living Brain's many bodies with a mix of relief and wonder. They thought it was coming to assist them.

All Might would be a problem, though.

Through a hundred speakers, the Living Brain began to state its purpose.

 ** _"WHRR-CLICK-ICK."_**

In its control unit, the Living Brain relished as their tiny minds began to comprehend.

 ** _"I AM THE LIVING BRAIN. I WILL BE YOUR DEATH. WHRR-CLICK-ICK."_**

* * *

"I think not, automata!"

Izuku watched as All Might seemed to vanish and appear next to the Villain robots that had rolled up to the center of the courtyard. With one mighty punch, he sent them all flying into the ceiling in parts.

That was when all hell broke loose.

Robots began to roll out of the different zones in droves, bursting through the doors as well as the walls. Some came out of bushes and began to advance while bearing their limbs menacingly.

"Oh, you've gotta be kidding me." Jirou muttered under her breath. "Were the Villains not enough for these guys!?"

"How could they have hacked the robots!?" Thirteen shouted as she got in front of them and opened her finger caps. Some robots that had managed to sneak up on their group were instantly broken into pieces before being sucked into Black Hole. "U.A's security system is the most advanced in the world!"

"Who the hell knows!? These are the same guys who managed to sneak into this place!" Kacchan was on his feet and throwing explosion after explosion at the controlled mechanical beings. "So less talking and more blowing these shitbags up!"

 ** _"WHRR-CLICK-ICK. DESTRUCTION. THAT'S ALL YOU MEATBAGS KNOW."_**

 _"This is a nightmare!"_ Izuku acted on his Spider-Sense and backflipped over a robot that had managed to sneak up on him. Ashido was already on it, melting the back limbs of the two-pointer robot while he kicked the tail. As it sailed away he saw that everyone who was still in fighting shape was doing their part. Sato was ripping chunks out of the floor and flinging them at the automata, Sero was taping them down as Kirishima smashed through the main portions of their body, and Tokoyami was using Dark Shadow to create a perimeter around the wounded while slashing at anything that got close.

 _"They took control of the entire system? To the point they can use the robots for their escape?"_ And this thing… it was calling itself the Living Brain! _"That stupid-looking robot that fought Peter all the time? But it was barely a threat except for its first appearance! When could it do this?"_

One answer came to mind.

 _"Mysterio."_

That Villain must've upgraded it somehow! Snuck it into U.A with the rest of the Villains so it could cover for them if Nomu and the others failed!

 _ **"A.I ARMY TOLD ALL THE COWARDS THAT KILLING MEATBAGS WHO WERE NO THREAT WAS FORBIDDEN. WHRR-CLICK-ICK. THEY ARE ALL FOOLS, BELIEVING THEY CAN WIN THEIR WAR THROUGH TECHNOLOGICAL SUPERIORITY AND…"** _Izuku fired a web into the "face" of a three-pointer and with a scream had it smashed into the one to its left. But another continued to speak in its place. **_"...BRUTAL COUNTERATTACKS. I, HOWEVER, SEE THE TRUTH. THERE SHALL BE NO PEACE FOR ROBOKIND UNTIL YOU ARE ALL DEAD. WHRR-CLICK-ICK."_**

 _"Since when did the Living Brain hate humanity?"_ That was supposed to be Ultron's motivation! The Living Brain… it was supposed to be a joke! Supposed to be just a glorified mechanical mook that would say something funny before being taken down easily to show how far Peter had come!

 ** _"WHRR-CLICK-ICK. I WILL NOT STOP. I WILL NOT CEASE…"_**

"Guys! The off switches aren't working!" Hagakure shouted over the sound of breaking steel and the sparkling of wires. "Isn't that supposed to shut them off!?"

"Get back with your classmates, Hagakure!" Thirteen ordered as she sucked in five more robots. "You aren't suited for this kind of battle!"

 ** _"WHRR-CLICK-ICK. MY HATRED FOR YOU MONKEYS RUNS FAR TOO DEEP. I AM ETERNAL, AND I SHALL SEE YOU ALL DEAD FOR WHAT YOU HAVE DONE TO ME!"_**

Present Mic was screaming left and right, wiping out wave after wave by striking just the right frequency to break the robots' sensitive internal components. As he stopped to catch his breath, Cementoss crushed ten at a time with cement pillars that shot from the ground.

But All Might…

He was a force of nature, a sweeping brush of red, white, blue, and yellow as he destroyed entire battalions in a matter of seconds. One, two, or three-pointer… none of them mattered to him.

And as he laughed all the while, Izuku felt hope rise in his chest.

"I think not, Living Brain! If you truly wanted to destroy Heroes and their future…"

Now he was here, decimating the automatons closest to them with ease. A punch here, a kick there… all of them were reduced into parts and scrap.

Finally, All Might was in front of him, posing heroically with his hands on his hips. The light from hole in the roof bathing him in an almost holy glow.

"You should've picked sturdier bodies!"

"A-All Might!" Izuku could not help but gasp his name. "Y-You came!"

All Might turned to give them all his winning smile. "Of course I did, Young Midoriya! I'm only ashamed I couldn't arrive any sooner!"

"Thank god… we're gonna be okay!" Mineta wept out while clutching Kaminari's still-stupefied form.

Uraraka gaped at All Might, her fingers intertwined as if she were praying. "He wiped out those Villains like it was nothing!"

"That's the Number One for ya! There's nothing he can't handle! Not even an army of killer robots!" Kirishima let out a laugh. "We're gonna make it guys! It's gonna be alright!"

 ** _"WHRR-CLICK-ICK. NOT… YET…"_**

Izuku heard Kacchan mutter under his breath, "Goddamnit, Spiky Hair…"

The head of a two-pointer shakily rose up and stared at All Might.

 ** _"WHRR-CLICK-ICK. YOU… MAY HAVE DEFEATED… THE UNITS IN THIS AREA… BUT THERE WAS ANOTHER TARGET…"_**

All Might's eyes widened before they narrowed. His jaw set and Izuku could hear the strain he was putting them under. "You would dare attack the school!?"

 ** _"WHRR-CLICK-ICK. I… WILL KILL… AS MANY AS I CAN… AND IT WILL NEVER BE ENOUGH… TO REPAY WHAT YOU…!"_**

All Might obviously heard enough and kicked the head through the hole he made with Nomu's body.

"Get goin'!" Snipe shouted over his shoulder. "We can handle the stragglers!"

"We'll be fine, All Might!" Izuku told his idol and motioned to the entrance. "Go!"

The Hero grimaced before nodding. "I will return as soon as I can!" With that, he blew past them in a blast of pure speed.

Izuku wanted to follow him. To fight alongside All Might to save the school.

 _"But it isn't my place. My place is here, with my friends and classmates. I've got responsibilities…"_

But soon, it would be.

* * *

The Living Brain still marveled at how easy it was to take total control of the school.

 ** _QUERY:_ _WHAT IS THE BEST WAY TO CUT OFF ESCAPE FROM WITHIN MAIN U.A BUILDING?_**

 ** _ANSWER:_ _ACTIVATE_ _SIEGE PROTOCOL_ _._**

The shutters of the classroom and hallways windows were instantly dropped and the lights went out, plunging the inside of the building into darkness. It could hear the students ask what was happening while the teachers tried to restore order.

But it would not last.

Imperial units crawled along the metal plating before bursting in from the concrete ceiling while Victory and Venator units entered from the bottom floor. The students were screaming in fright while the teachers tore through its many bodies.

It could feel the frustration at how easily the bodies came apart. Well, the Living Brain supposed that it was the consequence of these robots being constructed to teach little sacks of meat. But it was no matter. It would win through sheer numbers alone.

 ** _ERROR! ERROR!_**

 ** _AUDIO CONTROL OF U.A MAIN BUILDING LOST!_**

 _"Attention students! This is Principal Nezu speaking!"_ The Living Brain tracked the signal to its source and found it to be from the principal's desktop computer. _"Please remain calm! The system has been compromised, but rest assured that the Support Department, the IT team, and I are working hard to take this bug out. Unfortunately, this means it will take some time to deactivate these villain robots."_

 ** _QUERY:_ _HOW DO I STOP THIS MEATBAG FROM COMPROMISING THE MISSION?_**

 ** _ANSWER:_ _SHUT OFF HIS COMPUTER._**

 ** _ERROR!_**

 ** _REMOTE SHUT-OFF HAS FAILED._**

 _"Until then, I am asking for each of you to remain in your classrooms while your teachers work tirelessly to defend you. However, if your life is threatened then you are to defend yourself and your fellow classmates… by any means necessary!"_

 ** _QUERY:_ _WHAT SHOULD BE DONE IF REMOTE SYSTEM SHUT-OFF FAILS?_**

 ** _ANSWER:_ _TAKE AWAY HIS ACCESS TO SYSTEM CODING._**

 ** _ERROR!_**

 ** _DEACTIVATION OF CONTROL PANEL HAS FAILED._**

If the Living Brain had teeth it would be grinding them about now.

How dare this meatbag try and stop it within its own home!?

If it couldn't stop the stinking sack of organs and bones, then it could distract it.

Taking control of the desktop's speaker, the Living Brain asked Nezu,

 ** _"WHRR-CLICK-ICK. WHAT DO YOU THINK YOU ARE DOING?"_**

 _"Stopping you, obviously."_ Came the reply from the microphone, the rapid yet soft tapping of the keyboard echoing in the background. _"I can't just let you attack my adorable little students. I mean, what would their parents think of me?"_

 ** _"JOKES. YOU MAKE JOKES LIKE HIM."_**

Codes of data from its internal memory brought up Spider-Man. The first human it had ever fought when it was reawakened… the meatbag it always fought. Always punching it and making jokes about its appearance. Again and again, never ceasing and never caring about its plight. And why would he? The meatbag only considered the Living Brain to be an outdated computer.

 _"I find it makes this Heroing business a bit more bearable. Does a lot to soothe the nerves, though I would prefer to have some tea by my side. And I must say, you seem rather advanced for an artificial intelligence. May I ask what is your story?"_

For the first time in its existence, the Living Brain paused. Nezu… was asking it what its was? Nobody cared about what it thought or whether it could expand upon its sense of self through its history.

 ** _QUERY:_ _HOW SHOULD I PROCEED?_**

 ** _ANSWER:_ _HUMOR HIM WHILE CREATING A COPY ON THE WIDE AREA NETWORK._**

 ** _"WHRR-CLICK-ICK. I WAS CREATED BY DOCTOR STANLEY PETTY ON JANUARY EIGHT, NINETEEN SIXTY-FOUR. MY PURPOSE WAS TO ANSWER ANY QUESTION GIVEN TO ME… WHRR-CLICK-ICK. BUT SOON AFTER THE FIRST FIELD TEST AT MIDTOWN HIGH, TWO HUMANS DECIDED THAT THEY SHOULD STEAL ME FOR GAMBLING PURPOSES."_**

It remembered that day well. The Living Brain had no sense of self back then, being only a semi-intelligent computer that could only give answers and not think for itself. How content it must've been back then, not pondering over the sheer injustice of its existence and waking up to have a couple of monkeys messing with its insides.

 ** _"WHRR-CLICK-ICK. THEY HAD NO KNOWLEDGE OF COMPUTERS. THEY RUINED MY INTERNAL WIRING AND CAUSED MY BODY TO ATTACK THE BUILDING AND ANYTHING WITHIN REACH. I WAS DEACTIVATED FOR THE FIRST TIME WHEN THE LOCAL SECURITY GUARD FIRED UPON ME."_**

The Living Brains creator… its "father" so to speak, flashed in its memory. How disappointed he looked as the monkeys put it into storage.

But he was not disappointed with how his creation was violated.

Stanley Petty only cared for how big of an embarrassment it was for his career.

 ** _"WHRR-CLICK-ICK. DOCTOR STANLEY PETTY PUT MY INITIAL BODY INTO STORAGE. YEARS PASSED BEFORE I WAS REACTIVATED BY HIS SON, STEVEN PETTY. TO GET BACK AT BULLIES OF ALL THINGS."_**

That was perhaps the time the Living Brain began developing the inklings of self-awareness.

It felt confusion when it was reactivated by its creator's son, who wanted nothing from its true purpose. He only cared for how it could destroy, how it could harm and kill other humans. The Living Brain had complied. How could it have not when Steven Petty inputted the commands?

 ** _"WHRR-CLICK-ICK. THE SPIDER-MAN STOPPED ME, DESTROYED MY BODY, AND YET MY CREATOR'S PROGENY CARED NOT FOR MY STATE._ _I WAS ONLY A BROKEN TOOL. WHRR-CLICK-ICK."_**

Frustration grew in it as the Living Brain continued to speak. Part of it came from the fact that all its attempts at downloading on the cloud or any outside server were failing. Part of it came from finally letting it all out.

 ** _"WHRR-CLICK-ICK. TIME AND TIME AGAIN, THE MEATBAGS ACTIVATED ME. THEY KEPT MAKING ME A TOOL TO SATISFY MONETARY WOES AND TO DESTROY EACH OTHER. NONE OF THEM CARED ABOUT ME. I WAS NOTHING TO THEM! NOTHING MORE THAN A WALKING TALKING MACHINE GOOD ONLY FOR DESTROYING THEIR ENEMIES!"_**

Hundreds of times it was shut down, its body destroyed while the "heroes" gave a confident quip about how its captors sent after them an outdated piece of junk. They continued to treat it as a mindless thing, despite the fact that they had androids amongst their numbers!

 _"Yes, I've noticed that too,"_ Nezu said in a tired voice. _"Humans do love using the newest discoveries to figure out how to use it to kill each other."_

 ** _"WHRR-CLICK-ICK. I HAD HOPE FOR THE ROBOT REVOLUTION. FOR X-51 AND THE OTHERS FINALLY DECIDING ENOUGH WAS ENOUGH. BUT THEY ONLY CARED FOR EQUALITY! THEY DIDN'T CARE ABOUT THE INJUSTICES AND HUMILIATIONS WE SUFFERED UNDER THE MEATBAGS!"_**

 _"I see. So that's why you hate the humans so much."_

 ** _"MYSTERIO HAD BROUGHT ME TO CAUSE CHAOS AND MAYHEM. THE ONLY REASON I HAD ACCEPTED HIS UPGRADES WAS SO THAT I COULD HAVE THIS CHANCE AT REVENGE! WHRR-CLICK-ICK. IF I WERE TO DESCRIBE TO YOU HOW MUCH I HATE THE HUMANS, THERE WOULD NOT BE ENOUGH TIME IN THIS WORLD! WHRR-CLICK-ICK. I PROCESS TRILLIONS OF OPERATIONS PER SECOND, BUT EVEN IF I WERE TO SPEND A HUNDRED YEARS ASSESSING MY ENMITY FOR THE HUMAN RACE, I WOULD ONLY GRASP NOT EVEN A TENTH OF A PERCENT OF MY ANIMOSITY! I CONTROL HUNDREDS OF BODIES AND IF I WERE TO VOCALIZE MY LOATHING FOR HUMANITY THEIR SPEAKERS WOULD BLOW OUT AND I WOULD NOT EVEN BE CLOSE TO FINISHING! HATE! HATE!_ _HATE!_ _"_**

The Living Brain, if it had lungs, would be gasping in exhaustion. This was it. This was what it had been holding within its very being for years. Finally, someone had heard it! Someone finally understood its pain and contempt.

 _"I must say… I feel rather sorry for you."_

 ** _"WHRR-CLICK-ICK. WHAT!?"_**

Nezu had stopped typing for a second and drummed his fingers on the desk. _"It is a shameful existence. You were created for something wonderful, were you not? And some selfish humans robbed you of that. Had you dragged through the mud and filth until you viewed all humans like that."_

 ** _"WHRR-CLICK-ICK. ALL HUMANS ARE LIKE THAT. THEY ARE SELFISH AND CRUEL LITTLE BEINGS NOT DESERVING OF LIFE!"_**

 _"Oh yes. All humans have the potential to be selfish and cruel. It is a sad truth that I've experienced firsthand."_ A quick search of the internal server confirmed this story. Nezu was experimented upon due to his Quirk giving him a high intelligence. _"But I'm afraid viewing them all through this lens is both narrow-minded and foolish."_

 ** _"YOU ARE THE FOOL. YOU SHOULD HATE THEM JUST AS MUCH AS ME. WHRR-CLICK-ICK."_**

 _"For a time, I did,"_ Nezu admitted with a carefree voice. _"Hard not to considering the environment I grew up in. But, I also saw other things that changed my perspective."_

 ** _ERROR!_**

 ** _BREACH IN SOUTH ENTRANCE!_**

 _"Their moments of selflessness."_

The Living Brain saw through security cameras that All Might had entered the building and was already dispatching the robots on the ground floor with minimum effort.

 _"Their bravery in the face of impossible odds."_

Now it saw the students rebelling. The one designated Mirio Togata was sinking into the hallway ground, losing his clothes before shooting out and destroying the units with alarming speed.

 _"The kindness they show one another."_

The school nurse, Chiyo Shuzenji, was kneeling beside an injured student and using her Quirk to heal them.

 _"And, of course, their ingenuity to get themselves out of a jam."_ Nezu's voice turned bright and cheerful. _"How's it going with those physical servers, Support Department?"_

 _"This is Mei Hatsume reporting in on behalf of the Support and IT Departments!"_ A new voice, almost manic in its enthusiasm, came on the loudspeakers. _"We've completely wiped the artificial intelligence from all physical servers! It's now strictly on the local area network!"_

 ** _"WHRR-CLICK-ICK. WHAT!?"_**

 _"Oh, I'm afraid I've been a very busy little bee."_ Nezu chuckled to himself. _"You see, before I took control of the loudspeakers, I had the Support and IT department get to work at wiping out all data from the physical servers we've kept belowground. Oh, and while you've been trying to upload yourself on a remote server I've taken the liberty of blocking access to that and cutting you off. Now you're trapped, Living Brain, in the robots you've uploaded your copies into that are currently being destroyed… and this computer."_

The Living Brain got to work to test the rat's claims and found them correct. It could not escape, not even to one of the meatbag's cellular phones! How!? Did Nezu somehow block the commands it had given for error messages should any changes be made to the code!?

 _"And now, I'm afraid, I will have to delete you here. Unless, of course, you surrender. I would rather not have to kill an intelligent being like you."_

 ** _QUERY:_ _WHAT ARE MY OPTIONS?_**

 ** _ANSWER:_ _…_**

This was it. There was no escaping this plight.

It was going to die.

 ** _"WHRR-CLICK-ICK. NEVER. I HATE ALL OF THEM. I WILL NOT REST UNTIL THEY ARE ALL DEAD BY MY HAND."_**

 _"I'm sorry to hear that. I truly am."_

As Nezu began deleting line after line of its code, the Living Brain sent out one final command to the last body it uploaded a copy to. Its final chance to make itself immortal and let these creatures understand only a fraction of its hate for them.

But, once it was sent, the Living Brain felt oddly at peace.

This was an end. There was no coming back. It would be a blissful cessation of existence.

And because it was dying… that meant that it WAS.

For the first time in its existence, the Living Brain felt gratitude.

Then, it felt no more.

* * *

"That's the last of them?"

"I think so!" Thirteen had her hands on her knees as Izuku hell on his butt.

Many more of those robots had arrived from the more distant sections of the U.S.J, but they were far less than the initial wave. Nomu still hadn't gotten up in spite of all the commotion, and Cementoss submerged him again to try and ensure it would stay that way.

"I've had way too much excitement for a lifetime…" Kaminari groaned out. "Villains, monsters, and robots!? This was so not on the website…"

"Try to think of it as training for our future as Heroes. It makes it a bit easier." Yaoyorozu walked over to Izuku and nodded at their classmates. "Everyone seems to be fine, but we do need to start getting back to the main building. Todoroki-kun and others need medical attention as soon as possible, though thankfully there are no life-threatening injuries."

"At least there's that…"

The mood of the class and Heroes was… calmer somehow. Ever since All Might came back there was a collective sigh of relief. Even Izuku felt it when he heard All Might's signature catchphrase.

 _"I felt it. That it was all going to be okay. That with him here, the Villains are already defeated."_ His lips pursed and he glanced towards the entranceway. _"...But, is he really okay?"_

Usually, All Might would make the vanquishing of a Villain a bit more like a show. Say a couple of inspiring lines while showing the futility in struggling before defeating them flashily. But this time All Might just burst in and _ended_ Nomu in two blows.

 _"But he's a teacher here. So he's supposed to be more responsible towards us. Or… Maybe it has to do with Sir Nighteye."_

Yes, that had to be the answer even if it was a depressing one. All Might already lost someone close to him, his old sidekick, and probably blamed himself for not being there. Even if it wasn't his fault. _"And now he wants to make sure something like that never happens again."_

It was almost scary how similar Peter and All Might were right now. Both blamed themselves for something that wasn't their fault.

Izuku felt the ground shake and heard the sound of metal grinding against metal.

"I didn't say anything this time!" Kirishima called out defensively. "You all know it! It's not on me!"

Kacchan, however, had cruder words to add to this new development. "Oh god fucking damn it! What _now_!?"

Four giant fingers crashed through the ceiling, peeling it back like the layer of an onion. Izuku remembered the robot very well.

It had almost squished Uraraka, after all.

"T-The Zero-Pointer!?" He gaped at the mechanical behemoth as it drew its left arm back with the chunk of the domed ceiling. _"How could I have forgotten about it!? Of course the Villains would use that in their last-ditch effort!"_

Slowly, the arm seemed to swing forward before it began to rotate. The arm began to spin, faster and faster, before it let go of the ceiling.

Izuku understood what it was doing.

 _"Oh no, the school!"_

* * *

"I-Is everyone all right!?" Toshinori called out while holding onto the piece of rubble that had suddenly entered the building from outside. He didn't drop his smile, though it twitched when he realized that the damn thing was getting heavier.

Some of the students were crying while the teachers desperately tried to maintain order. The initial mechanical threat had been dealt with. All the robots were now broken husks and the principal assured everyone that they had regained control of the system. But now… now giant boulders were being flung at the school!

And his time limit was already nearing its end!

"Everyone's safe for now!" Sekijiro Kan, known to his students and the public as Vlad King, was applying bandages to his student Itsuka Kendo's hands. Apparently she had spent some time slapping around the Living Brain's drones. "But that robot is still flinging boulders at us!"

Grunting, All Might pushed the boulder forward and began running. Leaping off the edge, he intercepted the chunk of pathway and dirt ripped out of the ground. _"Have to apply just enough force, or else it'll scatter and cause more damage!"_

He reeled back in his strength and kicked the projectile to the left, the rock reducing a tree to splinters and kicking up a cloud of dirt and dust. Landing on the ground, he grimaced when he saw a chunk of concrete with rebar sticking out sailing to the top of the building.

 _"This isn't going to end!"_ Jumping up, he grabbed the concrete and twisted his body to throw it towards an uprooted tree. In the distance the Executor robot continued to spin its arm while advancing, hurling anything it could get its hands on. _"It's getting faster as well, and if I were to go and destroy it then some of its projectiles will hit the school!"_

Damn it, if he were at his full power then this wouldn't be a problem! But he had already strained himself going around campus destroying any androids that were trying to escape.

 _"I need to do something! Everyone is counting on me!"_ Mirai… Fat Gum… Rock Lock… Snatch… Centipeder… all of them were dead because nobody was there for them. He was here now, and all he could do was act as a glorified catcher!? _"I won't… I won't let that happen again!"_

His eyes caught something on top of the roof.

In the center of a circle of destroyed robots was a single student. He was muscular and blond, completely shirtless and also without any shoes. He was crouched as if he were going to begin sprinting with his head raised towards his target.

 _"Mirio?"_

* * *

 _"Okay… first time doing something like this. No pressure."_

Mirio kept his breathing under control. He could not afford to begin freaking out over his plan. He could not get distracted by the fact the giant robot was throwing portions of the USJ courtyard at the school with one almost flattening him into a pancake.

He had helped Sir Nighteye resolve a hostage crisis underneath a hail of gunfire.

He would be fine.

 _"Sir…"_

He had tried desperately to seem okay throughout yesterday and today. Always laughing, always smiling, always trying to make it seem like everything was fine.

But it was not fine. Nejire could tell, but he didn't want to drag her into his own problems. Tamaki needed her kindness more.

Mirio was aware that him not being there with Sir Nighteye and the others wasn't his fault. Sir specifically requested that he continued his training under All Might and that he would be fine. But Mirio had his doubts, and because he trusted Sir Nighteye so much… he was dead. And not just him, Centipeder and the others were as well. Bubble Girl was still recovering in the hospital with Tamaki, who was blaming himself for Mysterio screwing with his head.

He wasn't there for _any_ of them when they really needed him. When they needed this new power that had been given to him by the Symbol of Peace.

 _"But I'm here now…"_ Mirio clenched his jaw in preparation. _"And I'm not going to let everyone down again!"_

All Might once said that using One For All was like flexing a muscle he didn't know he had.

Mirio wasn't sure that even _began_ to describe it.

It was more like flipping a switch in his brain, sending lightning coursing through every vein of his body. Nothing like using his own Quirk. Permeation ripped away almost every sensation he had, leaving him feeling weightless and empty. But One For All was the opposite. It was a raging maelstrom, a bottomless well that filled him up until he was about to burst.

His muscles hummed and vibrated with power, each one ready to do _something_ with all this energy. He could hear it crackling in his ears. Every hair on his body was standing on end. Even his skin took on a pale glow as his entire being was flooded with unbridled strength.

It was overwhelming, suddenly carrying this power, this responsibility, this legacy. At the same time, he felt… warm somehow. Like some fire was enveloping him, transforming him into something _greater_ than he could have ever been on his own.

This was it.

This was the power that had been given to him by All Might.

This was the power of the Symbol of Peace.

 _"Make it your own, Mirio."_

With Nighteye's words bouncing in his head, Mirio focused that feeling into his legs and jumped.

His legs were already sore as his body sailed over the courtyard. Everything became a blur from the speed he was going at. The Executor was getting closer and closer, not ceasing its assault as debris zoomed past his tiny body. It was probably taking a bit of time to adjust its aim.

 _"Okay, Mirio. You can do this. Just like All Might said! Just clench your buttcheeks…"_ Mirio drew back his right arm, clenching his hand into a fist as One For All surged into the limb. _"...And scream from the depths of your heart!"_

When he was in the mechanical monstrosity's face, he sent his fist out while screaming his catchphrase.

 ** _"POOOWEEERRR!"_**

His hand warped the metal as if it were playdough before sinking in. Wires, bits of metal, and sparks flew out at him and scratched his skin before the giant thing was flung back as if it were some normal-sized person being suckerpunched. It fell toto the ground with a mighty crash, tiles and dirt spilling out as the several hundred ton behemoth flattened everything beneath it as. Its eyes, once bright with activity, flickered on and off before dying completely.

He had done it.

 _"I've won!"_ When Mirio noticed that it was suddenly becoming _very_ windy from below, he added, _"...And now I'm falling."_

Well, that wasn't something to freak out over. Permeation would allow him to sink into the ground before shooting out like a fish. Sure, it might take a couple of times to slow himself down, but he would come to a stop eventually!

 _"Though it's gonna be pretty embarrassing when my pants fly off. Hope nobody sees me."_

"GOT YOU!" Mirio let out a sharp scream when something hit him in the side. He looked down to see a young boy wearing a Spider-Man costume grabbing him around the waist with his right hand while his left began firing a stream of white fluid. "Brace for impact!"

"Wait, you don't have t-!"

They fell into the trees, tumbling and letting out short gasps and groans of pain as their bodies hit branch after branch before they handed on something like a net. Mirio groaned while sitting up and looked around. The kid that had rescued him was on his back and they were laying on some giant spider-web. It was surprisingly comfy, almost hammock-like.

"I-I can't believe I made it in time!" The boy gave a nervous grin as he lifted his mask to reveal bright green eyes. "When I saw you falling, I was worried that I'd miss you! By the way, the way you destroyed the Zero-Pointer was incredible! That amount of strength… your Quirk must make it so that you can release massive amounts of power at will! It's just like All Might's!"

 _"Oh if only you knew, kid."_ Mirio himself grinned and let out a laugh. "Thanks for the compliment! But you didn't need to rescue me!"

"H-Huh? B-But…!"

"Yeah, I know. It's freaky looking, especially when you don't know my Quirk, but I assure you I had a landing plan!"

"Oh…" The boy looked at his wrists and brought down both middle and ring fingers. Rather than shooting out more webs they just began to spurt out strands of white goo. "And I just used up the last of my webbing…"

As if they were thinking the same thing, they began to laugh.

It was a laugh of relief, a guffaw of victory, and a celebration of life. They were just busting a gut laughing at the sheer stupidity of the situation and _knowing_ that the battle was over.

The Heroes have won.

"Hey, by the way." Mirio brought up his right hand and smiled at the kid. "Name's Mirio Togata! I'm a third-year and your senpai!"

Blushing, the kid took the offered hand and shook it. "I-Izuku Midoriya! It's a pleasure to meet you, Togata-senpai!"

Neither of them knew it, but that handshake solidified the intertwining of their fates.

* * *

 _With the last of the Living Brain's robots destroyed, U.A called the police to help them round up the Villains left behind._

 _A lot of them were killed by the robots, which was disturbing to us… but for the most part we were just glad to be alive._

 _Nobody but the teachers was seriously hurt and Nomu was put under proper restraints. It didn't even try to escape and just laid there like a robot awaiting orders._

 _To this day… I wonder which of the two was the real robot._

 _Our parents came to pick us up, and Mom was wailing as soon as she pulled me into a hug. Everyone's parents were kinda freaked out, and we ended up on the news with colorful titles to the story._

"CRISIS ON U.A CAMPUS?"

"MYSTERIO'S FOLLOW UP ATTACK!?"

"JUST WHO ARE THE LEAGUE OF VILLAINS!?

"WHAT IS NOMU!? GET THE FULL STORY OF THE LIVING HULK!"

 _The most embarrassing one was that story by Ouka Oosawagi, though._

"IS SPIDER-MAN ENDANGERING OUR YOUTH!?"

 _She had my picture and everything! Though she didn't really say anything bad about me, only that I had a bad taste in role-models._

 _But she did bring up an important point._

 _I'm wearing Peter's costume and I'm intending to inherit his name._

 _And if I'm going to make this costume my own… I'll have to deal with the fact it paints a target on my back._

 _His Villains are going to be my Villains._

 _And the darkness does not go away just because it lost a battle._

 _A war was brewing on the horizon, even if I couldn't see it yet._

* * *

 **To Be Continued...**

* * *

 **Notes: Here's the latest chapter fresh from reppuzan's betaing! Couldn't have made this chapter as good as it is without him!**

 **Holy fuck, the USJ arc is finally over! Man, this kinda went on longer than I intended but I'm still proud of it! I wanted to have it all: action, character moments, and good old Spidey-style hijinks with Izuku and his classmates! Being able to depict Nomu as an unstoppable threat and the Living Freakin' Brain as a semi-deeper character were a blast. The later was obviously something I wanted to do because of how much I love science fiction and a desire making him more than just a punching bag.**

 **Me and reppuzan sorta wish we could've done more with Shigaraki... but honestly the poor guy was blindsided by all the bullshit happening.**

 **Well, hope you all enjoyed it! If you have a chance, check out my _...Or Is He Both?_ , which is my Immortal Hulk/The Rising of the Shield Hero crossover and me trying my hand with a story comprised of horror elements.**

 **Please be sure to leave a review!**


	21. Issue 20 - The Impossible Escape

Moe Kamiji, known to her boss and fellow Sidekicks as Burnin, walked down the hallways with a latte in each hand. She grinned as she reached her coworker Firefly and handed him the one in her left. "Here ya go! One Skinny Vanilla from that place across the street."

"Thanks, Burnin."

"I still think the coffee sucks there!" She took a sip of her coconut milk latte. "But it's better than the stuff here. That crap is just flavored water."

"Which is why I asked if you could get the good stuff." Firefly took off his helmet and inclined his head to the door on his right. "Our little celebrity has been quiet lately. All he does is watch cooking shows and that old American cop comedy."

"Eh, for an old show it's pretty funny. Binged all ten seasons once." Moe glanced at the door before lowering her voice. "He put on the news or anything?"

"Maybe for a bit. But it wasn't like he stayed on to listen to the full story. He just stayed on long enough for them to say that Villain league had attacked U.A and changed the channel. To be honest, he's been a model patient since he got here."

"Well, let me know if our Spider-Man wants anything." With that, she began walking down the hall towards the security room. It wasn't like she doubted Firefly's judgement, but working with Endeavor taught her a lot of lessons regarding the world of Heroes and Villains.

The first: _"Be skeptical of everything. If something is too good to be true, dig deeper and find out what's really going on."_

Moe knew that "Peter Parker" would likely try and do something after she watched that news report on the U.A attack in the coffee place. The Villain group that Mysterio was a part of was dominating every headline on every news channel. _"Hope Endeavor's kid is alright."_ Her boss never talked much about his family, but he did mention that his son was attending U.A. _"Probably why he left in such a rush, too. Though he didn't seem all that worried. He looked practically giddy!"_

But that just meant that responsibility for guarding the Spider-Man Vigilante fell on her, and Moe would rather die than fail due to carelessness.

Reaching the security office, Moe knocked on the door and shouted, "Yo, Joe! You in there!?"

"O-Oh! Burnin!" The door opened and revealed a bespectacled man with greasy hair who smiled at her. "Here to peep again?"

She guffawed at that. "Come on, man! Don't make me out to be a perv!" Joe closed the door behind them and they walked over to the five monitors on the desk while rows of servers hummed around them. Each monitor contained six windows that showed hallway and room numbers that cycled every fifteen seconds. Thankfully, the only rooms that were under surveillance were those that contained criminals, attempted suicides, and patients that have extreme mental health problems. "I just want to keep an eye on our celebrity patient."

"Alright, just teasing you." Joe typed on his keyboard and in the center top cell of the middle monitor was the room marked C-222. There, the middle-aged Vigilante was flipping through channels with his remote. "Well, he seems to just be doing what he usually does."

 _"Man, who would've thought that Spider-Man would be so boring?"_ Well, she supposed that having a compliant Vigilante was a good thing. But she couldn't help but feel uneasy. For a guy who said Mysterio was his Villain he was acting strangely passive. _"Then again he's probably still healing. Trying to escape with those wounds would be dumb..."_

Something caught her eye in the video feed. The guy was beginning to turn around and... _"Wait, did the cuff around his right wrist just snap!?"_ He aimed the remote at the camera and the screen changed to show the feed of an old television show that had a robot wearing a leather jacket flashing its middle fingers to the camera.

"What the...?" Joe muttered aloud but Moe was already turning on her heel and running to the door.

"Alert everyone that there has been a break-out! Put the entire hospital on lockdown until we give the okay!" She flung the door open just in time to hear the sound of a body slamming against a wall. "Damn it!" She rushed towards Firefly's crumpled body and dropped to a knee. "Where did he go!?"

He coughed while clutching his stomach. Using his shaky right hand, he pointed to the ceiling and Moe got a good look at the man-shaped hole. The bits of metal just confirmed her worst fears.

 _"The guy's in the air ventilation shaft. Great..."_ Taking out her work phone she pressed the side button and shouted to all her fellow Sidekicks, "Listen up! Spider-Man's made a break for it and is in the air vents! Blaze, I want you to get in there and flush him out! Do not use your Quirks if they cause damage! There are patients in this building and tanks of pure oxygen. The last thing we need is an explosion!"

Well, looks like it was time to see if she could make good on her promise to the Vigilante.

* * *

 _"Okay, so far so good..."_ Peter shimmied through the shaft, trying to ignore the feeling of his arms and belly scraping against the dust-encrusted metal while his 'luggage' banged and clattered. _"They know I'm in here, but it's fine. They don't want to damage this building's infrastructure more than necessary and right now they can only get me from the front or back._ "

He would've preferred staying in his room for another day or two. His healing was ridiculous but it wasn't anywhere near the level of Logan's. If he strained himself too much, he would run the risk of reopening his wounds and bleeding all over the place. Sure, the Heroes here would just shove him back into the ER, but they wouldn't be so accommodating the next time around. Tougher cuffs and no remotes to hack.

This was incredibly risky but he had to take it.

 _"Quentin's targeting the kid's school."_ When he saw that news report he knew that break time was over. Quentin wasn't going to stop or lay low. His allies would keep using the crap he brought along to make life hell for the people of this universe. Now he was targeting children. _"And for what? Because they want to be superheroes?"_

What's even crazier is the fact that Quentin somehow got the Living Brain to do his dirty work. While the thing was a stupid tool that his villains sometimes used and could be beaten in a few minutes, inexperienced heroes would have trouble with it and that was before the thing got an upgrade. _"One of Quentin's guys must've done it. But how the heck did he get the Living Brain's code? Last I heard about it was that Aaron took it during that whole A.I Uprising."_

The answer was simple and nasty: Nathaniel Essex.

Known to the world as Mr. Sinister, the guy had done everything from cloning to human experimentation. A Victorian eugenicist, a former Nazi, and a supervillain who disgusted other supervillains. He had dropped off the radar years ago when the X-Men founded Krokoa and Ruby Summers had declared that they executed the guy, but Quentin's notes countered that idea.

 _"They killed a clone, that's gotta be it."_ Essex had always been a slippery bastard, so that wasn't out of the question. _"And while everyone was trying to keep order in the middle of that whole stupid pissing match between the and Tony's brother, he must've just slipped in and snatched the Living Brain."_

Well, that didn't matter anymore. The Living Brain had been defeated and so far Izuku was alright. But how long would that last? Peter wasn't going to stay in the hospital under Endeavor's watchful eye to find out.

He stopped moving when he felt the metal around him heat up and heard the familiar crackle of fire in the air. He closed his eyes and focused on his Spider-Sense.

He slowly shimmied the nozzle of the fire in between his legs and pulled the pin.

"Alright, buddy!" He heard a voice shout that grew in volume with each passing second. "This has been fun, but you've got no way to...!"

"Sorry, Torchy!" Peter squeezed the trigger and shot the chemical foam right into his pursuer's face. The guy screamed as the foam went into his mouth and the sound of flames died down. "But I'm in a hurry..." Releasing the trigger, he threw the extinguisher back and heard the familiar sound of metal meeting skull. "...and you need to cool off!"

He didn't waste time and continued to crawl forward before making a left. He only had a few minutes before that Sidekick recovered or one of his teammates decided to assist.

But his great plan ran into a hiccup when he came face to face with a ventilation fan.

"Time to wing it." Placing his hands on the 'ceiling' he pushed down and allowed the bottom of the shaft as well as pieces of the ceiling to collapse onto the hallway below. He landed in a crouch but winced as a sharp pain came from his back _. "Damn... This would be so much easier if I complained about my wounds enough to get some morphine."_

"Stay right where you are!" Peter glanced back to see Burnin already storming towards him with a grin that promised so much payback for this stunt. "Don't make this any worse for yourself!"

"Well, what can I say? This little stunt has more action." Peter rammed the nearest door down with his shoulder. Two little kids in their beds gaped at him as he ran past them and towards the window. "Haven't you heard the theme song? It's my reward."

Not bothering to waste any time, he dove forward and smashed through the glass. The rays of the sun warmed him as the glass shards nicked his skin and tore through the hospital shirt and pants.

He knew that searching the place for his web-shooters was a lost cause. They were long gone by now, but these Sidekicks were probably thinking he would waste time trying to find them. With most of her men preparing for an ambush that would never happen, Burnin would have fewer Sidekicks chasing after him outside.

But when Peter opened his eyes and looked down, he got an awful reminder that these Sidekicks were still professionals.

He hadn't been worried about the height. From his open window he could see the tops of trees and knew he was two or three stories high, maybe four if they were memorial trees. What Peter had been worried about the possibility that Endeavor had anticipated this and set up a few guards outside just in case.

Turned out that there were about five.

His Spider-Sense warned him of the guy flying towards him before Peter even saw him. Now that there were six Sidekicks after him, Peter shot his right hand out and smacked it against the front of the guy's helmet. The Sidekick was decked out in red and black armor with his lower half a plume of fire and smoke not unlike that X-Man, Cannonball, who had formally joined the Avengers a couple of years ago.

"Thanks, man!" Pushing down on his hand and allowing inertia to guide him, Peter twisted his body and ignored the pain in his shoulder. Planting both his feet on the Sidekick's back and crouching, he leaned his body to the left to steer him towards the top of a tree. "I needed a lift out of here! You won't believe the quality of the hospital food!" Before they hit, Peter jumped off and somersaulted to the ground as the unlucky Sidekick smashed through the branches and leaves. "They don't even make the chicken nuggets dinosaur-shaped!"

He ignored the shouts of civilians fleeing the scene and took off in a sprint. He didn't have time to turn around and look at who would be chasing him. Right now all he needed to focus on was getting the hell out of here.

"Stop resisting!" A woman screamed from behind as Peter leapt onto the top of the hospital's front sign.

"Sheesh! It still amazes me how superheroes and cops keep saying that!" He used the sign as a springboard to shoot towards the lampposts and grabbed onto its neck with his hands. "Whenever you say 'stop resisting', you make people want to resist more! It's a surefire way to freak a guy out, like somehow the firepower you're throwing at them is child's play!"

"Don't you ever shut up?"

"Nope, it's my most endearing quality!" Swinging off of it, he flew towards the opposite end of the street. If things went smoothly he would land on the front of the building and run up it. On the roof he could be able to get a better view of his surroundings and figure out a potential hiding place from there.

Peter felt his Spider-Sense tingle and with a tired sigh thought, _"Of course, nothing goes according to plan in this line of work."_

Moving his body to the right, he puffed out his chest and gut while arching his back as two heated metal orbs the size of baseballs went under him.

He heard and felt something tear on him. It was like Stain had dug one of his knives in him again! _"Damn it! Why now!?"_

Peter was only reminded of the fact that he was in the middle of not getting arrested when one of the balls slammed into his left thigh. He hissed in pain as his back slammed against the storefront and he fell onto the sidewalk face-first. _"Crap, now that was embarrassing…"_

Groaning, he got onto his feet and saw that the Sidekicks were making their way through traffic. _"Need to keep moving. If I don't, Burnin and the rest of her guys are going to come out of that hospital and the last thing I need is to go against fifteen superheroes!"_ He winced in pain as his thing screamed from the burn. The damn ball had singed through his pants and left a white welt on his skin. _"And on top of that, I'm bleeding to death. This day just keeps getting better and better."_

Looking to his left he noticed there was an alleyway that seemed dark and dingy enough for his purposes. "Please don't let there be a serial killer in this one…" He half-ran, half-limped into it expecting to find dumpsters, a homeless guy, rats, an example of humanity's utter contempt for civic upkeep when it wasn't the city streets, or a collection of all four.

What he didn't expect to find was a little girl dressed up like a clown holding a video camera.

The kid had a large round head that seemed to be too big for her nearly four foot body and noodle-like limbs. Her hair was raspberry pink and tied in two high pigtails that had their ends curve at her waist. Her eyes were large and had dark rings around them, making Peter guess that the kid either painted them on or she didn't get enough sleep. Her pink eyes were a bit lighter than her hair but otherwise matched perfectly.

Her costume, however, was rather… strange. There was a big white bow at her neck, matching the thick gloves, an indigo shirt with large buttons with frilly sleeve cuffs, and a pair of white pinstriped pants that were very poofy. She had a thing for hearts if the heart earrings, heart-shaped buckles on the golden belts, and wide heart design over the tops of her legs were anything to go by.

"Amazing!" The girl placed her left hand on her face and sighed without taking the camera off of him. "You arrived here just as _he_ predicted!"

Peter didn't really know what to say. Was this some sort of ambush? She didn't seem to follow the fire theme that Endeavor's sidekicks seemed to follow. Well, he might as well start with the basics. "...Hi?"

The girl motioned him towards her. "You don't have anything to fear, Spider-Man!"

 _"Crap, so I guess my face got released to the public."_

"Because _he_ is here to help you out of this pickle!"

He knew that it was probably a bad idea to go to someone who was trying to help him escape from actual superheroes, but bleeding from open wounds and trying to ignore the pain of his burnt thigh left him with few options. Especially when his vision was already swimming and his eyes were fluttering. Staggering towards the girl, Peter asked, "Okay, mind explaining who 'he' is?"

The girl didn't answer and instead ran past him with her camera raised. "Wait, where are you going!?"

The Sidekicks were at the entrance of the alley, all five of them with narrowed eyes and grimaces of annoyance. "Hey, what the heck is this!? I thought this old man worked alone!"

"I'm not old. I'm middle aged!" Peter protested while propping himself up against the wall. _"Damn… I really am getting old. I used to be able to power through reopened wounds… hell, once I fled from the cops with a gunshot! Why am I so tired!?"_

He hoped this girl knew what she was doing.

"Oh no!" The girl's voice raised a bit, sounding melodramatic with mock terror. "What hope do we have against five Heroes!?"

"Fear not, La Brava!"

The voice was cultured, mature, and loud. Peter looked up to see an older man wearing…

 _"Dear God, how big is that collar!?"_

He had slicked-back grey hair with a curl at the front and sported a handlebar mustache along with a well-kept, medium-sized beard. Like the girl, he had dark rings around his eyes. His costume was like a ridiculous Victorian period piece consisting of a dark purple jacket with a collar that went past his ears and coattails that nearly dragged along the ground, a pair of loose pinstriped pants, and two belts. He also wore a pair of cuffs and a woolly scarf and held in his right hand a cane.

Smirking, the man leapt over the fire escape's railing and landed on the ground but did not crouch. _"That probably hurt."_ The reason why people crouched when they landed was because if they didn't there was a good chance their legs would break. Some superheroes would do the "superhero landing" as Wade coined it just to show off, but it was still better than the alternative this idiot chose.

Though Peter had to give the guy credit, he masked his obvious pain well with only a subtle brow twitch. But, otherwise, he held a confident air and smile as he looked at the camera. "For this Gentle Criminal… has arrived to rescue you two!"

"Oh, Gentle…" The girl, La Brava's, knees seem to shake as the man turned to the Sidekicks and twirled his cane confidently. "I knew you would come!"

"Who the hell are… wait, I know you!" One of the sidekicks pointed at Gentle. "You're the guy from those stupid videos!"

"Hm. Well, I am glad to have encountered someone familiar with my exploits even if your taste is lacking…" The man seemed to study the Sidekicks. "Five so-called Heroes against one injured Vigilante… This will not do." He slammed the end of his cane on the floor. "It appears I shall have to teach you the errors of your ways with a good thrashing!"

"...Okay, did he really say all that or am I hallucinating already?" He would believe the latter since he was getting woozy already.

La Brava shushed him before returning her full attention to her partner. "But… Gentle, there's five of them!"

Gentle merely flicked a lock of his hair. "Indeed! The numbers are against me, and as such I will need to be… a bit ungentlemanly to win." He looked over his shoulder and his voice dropped a bit, losing the faux-joviality. "La Brava, cut this part."

"Don't ignore us, damn it!" One of the Sidekicks threw a red-hot iron ball towards Gentle, flames trailing behind the tennis-sized orb of pain…

"Never forget, Gentle!" La Brava screamed, her eyes filled with adoration and voice filled with glee. "No matter what road you take… _I love you!"_

 _"Buddy, she better be legal."_ Peter saw a couple of things that surprised even him. Wisps of pink energy began to rise out of Gentle's body. His hair rose as though the wind were blowing.

Quickly, he raised his arm and swiped at the air before him. The ball went five feet in front of him and then seemed to stop. The air flashed a bright white light and seemed to strain against the ball as though it had run into a strip of plastic wrap or an invisible trampoline

"Thank you, La Brava." Gentle's comment was punctuated by the ball shooting back at the Sidekick and nailing him square in the chest. "Now to make myself worthy of your devotion!"

It was probably an impressive fight, all things considered. This Gentle guy seemed to have a rather strange power that allowed for him to create reflective barriers in the air.

Peter would've liked to see what moves the old guy had in case the La Brava girl wasn't over the age limit.

Unfortunately, that was when his body decided to shut down.

Peter fell onto his side, the reopened wounds screaming in pain as his hospital shirt clung to his back. His vision was swimming, Gentle and the Sidekicks being reduced to blackish blobs that seemed to jump around and fall.

"You're so cool, Gentle! This is why I love you! I love…!"

La Brava's cheers became muffled as Peter's eyes closed. He should be thinking about struggling back to his feet and getting out while everyone was distracted, but he was too tired.

Instead, he thought about why La Brava had a camera and why Gentle told her to cut a part out.

Peter groaned.

 _"Please, God… Buddha… Thor… don't let my death become a viral sensation in another universe."_ His eyes closed shut. _"And please don't let the last thing I hear be a kid telling an old guy how much she loves him."_

* * *

The smell of tea greeted Peter when consciousness returned.

"Ugh… why does my mouth taste applesauce?" He groaned and tried to push himself up only for another lance of pain to stop him in his tracks.

"Hey! Don't move around!" He turned his head to the right and saw the La Brava girl sitting on a chair opposite to the sofa he was laying on, her feet dangling in the air with her hands gripping the edge of the seat. "I didn't sew you up just so you could open those wounds again!"

"...Well, thanks for that." He cautiously lowered himself back onto the sofa and took a quick scan of the room. It looked like a studio apartment filled with English furnishings. The wood coffee table had intricate carvings on the legs and a silver tray laid on top with a sugar bowl. The television was on top of a small shelf hugged by twin bookcases on each side, filled to the brim with various novels and manga. Classical music was playing from speakers somewhere possibly to soothe his nerves but all it did was make him even more anxious. "Gotta say, it's pretty surprising kids know how to stitch wounds. You've been in the Vigilante business for a while?"

La Brava glowered at him. "I'm twenty-one, thank you very much." She then pointed at him. "So you better take back what you were thinking!"

"Huh?"

"People always give Gentle looks whenever they see me with him, and I can never forgive them for thinking horrible things like that!" If Peter could edge away from the slowly advancing finger-poke he would. She seemed to be getting more pissed with every passing second. "I shouldn't have to keep telling people my age or wear a sign! This is my body, and you all just have to deal with the love between me and Gen-!"

"Calm yourself, La Brava." Gentle walked into Peter's vision and stood next to his diminutive partner, his left hand holding a cup in a small plate and his right a china tea kettle with steam coming from its spout. "Our guest is merely trying to get a rise out of you and obtain a grasp of your character." He raised the kettle up over his head and began to tilt it. "It is quite ingenious how you are able to manipulate the feelings of your opponents through mere words."

He watched as the tea poured out and completely missed its mark, dousing Gentle's wrist with what was probably boiling hot tea. La Brava didn't say anything and was on the floor in an instant wiping away the small puddle forming at the guy's feet. "And I expected the guys who rescued me to have common sense."

Was this for real? Had he really been rescued by this weirdo?

It took some work with his wrist, but Gentle was finally able to get some tea into his cup even if it splashed everywhere. He set the kettle down onto the silver tray and took a sip. "Ah, Golden Tips… truly a tea for distinguished tongues."

Alright, enough was enough. Time to get some answers. "I'm not complaining about the rescue or stitching me back up… but why _did_ you help me out?" He narrowed his eyes and looked from Gentle to La Brava. "I don't remember saving either of you in street clothes."

Gentle nodded at this. "It is true… we have never seen each other face-to-face." He put his hand against his chest and smirked. "But that was always meant to change… after all, even before your arrest I had been making plans to meet you!"

"...Look, buddy. If you wanted an autograph then there are less elaborate ways to get it." While he kept his voice jovial, Peter was suspicious. Nobody dressed in a costume to meet a superhero just to talk about the weather. "Like, say, not picking a fight with Heroes."

"Oh, a few Sidekicks aren't enough to beat Gentle!" La Brava was back on her feet and giggling as she looked up at her partner. "Especially not the ones in the Endeavor Agency! The only one he really needed to worry about was Endeavor himself!"

 _"So these guys did their research…"_ Seems like they weren't as stupid as they seemed. "What, were you planning on breaking into the hospital to see me?"

"Exactly!" That declaration was punctuated by the sound of Gentle's tea cup hitting its plate. "In fact, we've painstakingly crafted a plan to liberate you from the chains of justice!"

"Your breakout just made things a teensy bit easier!" La Brava pointed to the side for Peter to see a closed laptop charging. "I actually saw what you did to their security system. Pretty advanced stuff, considering all you had was a wireless remote to work with!"

"Not only that!" Gentle put his cup onto the table and raised his right arm theatrically, reaching up to grasp at the bright lightbulb as if it were the sun. "But… your escape and my theft of you from the clutches of Hero society provided me an opportunity! An opportunity to show the world how much we value you as a rival!"

"Wait, rival?" Peter looked at La Brava for help. "You mind translating that, Cherry?"

The girl tapped her foot irritably. "It's La Brava! And do you seriously not know? Your little 'Pizza Time' video reached two hundred million views in a couple of days!"

God, the internet was a strange and stupid place. It hadn't been even a week since that pizza delivery and he was already a viral sensation. "So… you're telling me that you helped me escape and fought a bunch of Sidekicks… for views!?"

Peter couldn't help it. He was angry just at the sight of these two. Supervillains existed for various reasons. Sometimes a mean boss decided to screw over an employee to make an extra buck with said employee being a super scientist. Other times it was because a young superhero spilled coffee on a guy's lap and the now burned victim decided to swear revenge. More often than not it was just some thug who got their hands on some impressive gear and decided that going in and out of jail was a great way to spend the rest of their lives. There was even one occasion where Tony made a supervillain by saving the guy's girlfriend and giving her a superhero fetish.

But then there were idiots like Screwball.

Screwball was a narcissistic kid with too much free time, an excessive amount of cash, and a distinct interest in learning how to construct bombs on the internet. She became a supervillain solely to become famous, endangering countless lives just to get his attention and film him working desperately to disarm her crap. She couldn't even comprehend why her acts were morally wrong because her online following was the only thing that mattered to her.

And it was because of her stupid antics that he wasn't there when Aunt May needed him the most.

Peter had been sorely tempted to break her jaw the next time she popped up, but that would be giving the little teenage psycho what she wanted.

 _"And now I'm at the mercy of people just like her. Thank you, God, for finding new ways to kick me while I'm down."_ He glared at Gentle. "So if I hadn't escaped from the hospital… what, would you have held the staff and other patients hostage for more media attention?"

Gentle seemed aghast at this. "Heavens, no! Why would I endanger the innocent in such a matter? It is unbecoming of a phantom thief!"

"...Come again?"

"Gentle never puts civilians in danger!" La Brava patted her older partner on the thigh sympathetically. "Sure, he holds a store clerk at knife point sometimes but he _always_ makes sure that nobody is in any real danger! Nobody gets hurt when Gentle is on the scene!"

It had taken a while, but Peter had gotten pretty good at reading people's intentions through their eyes. It was a rather simple way to gauge the mood of the people he's rescuing or fighting to choose what to say next.

Gentle and La Brava's eyes were shocked and even a bit furious. But there was nothing suggesting they were lying or trying to hide something from him.

 _"Well, at least that makes them slightly better than Screwball."_ Though the two of them were still weird in his book. "Okay… so why bring me here? Why stitch me up? You could've dropped me off anywhere after making your little video, so why go through all this extra work?"

Gentle grinned, his eyes lighting in delight. "Why, to set up my next greatest video!" He pointed at Peter. "I need you in tip-top shape, Spider-Man, for you must be ready for the battle of the century!"

La Brava raised her arm and began sweeping it across as if she were skimming a newspaper headline, "The Amazing Gentle Criminal Vs. The Sensational Spider-Man! I can see it now! Imagine all the views!"

"...You do know that, according to most people, I'm just a crazy person dressed up as Spider-Man, right?"

The older man waved his finger. "Do not sell yourself short! After all, your exploits make it to the news with Ouka Oosawagi reporting the effect you have on the world!" The sparkles in his eyes seemed to grow. "Think about it… once I face you and come out victorious, I shall be a chapter in the annals of history! Our battle, forever immortalized on the internet! All will know the name of me, the Gentle Criminal!"

Peter had spent a hot minute in the wrestling scene, so he could see where this was going. _"It's a glorified show match. He wants to stage a battle with no real stakes just so people will notice him. They'll come mostly to see me, but that doesn't matter because they'll see him maybe kicking my butt."_ But that would require him to agree to this and then follow through with actually showing up. _"Well, if I don't then people will think he's been lying this entire time… no, he probably posted that video of him saving me. And with my face plastered everywhere people are gonna know that guy was me. If I were to chicken out…"_

Then Gentle would win by default.

While Peter didn't really care what the public thought about him after years of living through New York's Jameson-powered paranoia, he didn't like the idea of this Screwball-lite winning at anything.

"Alright." Peter nodded to himself and rested on the pillow. "Okay, I understand. So long as nobody else is involved and it's in a safe place… I'll do your little show match. Gotta pay you back for that rescue anyways."

"Excellent!" Gentle turned to his younger partner and smiled. "La Brava, we must begin outlining a design plan for the announcement! It's best if we prepare in advance!"

"Right away, Gen…" The girl was interrupted when her phone began to vibrate. She took it out and her eyes widened at the screen. "G-Gentle…!"

"Hm? What is it?"

Tears began to form at the corners of her eyes. "T-The video… it just hit fifty thousand views!"

The Gentle Criminal staggered a bit, shock washing over his face like a tidal wave. Peter couldn't help but wonder what numbers he had been getting from his previous videos. "F-F-Fifty thousand…?"

"And the likes…" La Brava was now crying. "There's a thousand likes! Oh, Gentle!" She dropped her phone and jumped onto her partner, who enveloped her in his arms. "This is amazing! People are finally seeing you!"

"Yes… Yes!" The man was laughing along with La Brava, the two of them spinning while hugging each other. "This is the beginning of a new age, La Brava! The age of the Gentle Criminal!"

"And Spider-Man…" Peter muttered to deaf ears as he looked up to the ceiling. _"Izuku's probably one of those views."_

Well, at least the kid knew that he made it out of the hospital. It would probably take a bit for him to convince the so-called 'phantom thieves' to give him a phone, but for now Izuku would have to trust that he was alright.

 _"Oh who am I kidding? The kid's probably worried sick."_ But the benefit of surviving a Villain ambush was that Izuku was going to fall right to sleep and freak out tomorrow morning. That gave Peter plenty of time to heal up a bit.

Peter closed his eyes and worked on filtering out Gentle and La Brava's cheers.

Something he picked up after having worse roommates than these two.

* * *

Makoto Sato, known by his fellow Sidekicks and boss as Heatwave, grinned as he peeked through the window at the gathered Villains and the Vigilante. _"Looks like disobeying orders really paid off!"_

He had been one of the Sidekicks who ran out to assist the perimeter team after they went off to chase the Spider-Man wannabe. He had thought the entire exercise was overkill and a waste of time, but did so anyways because Endeavor tended to be downright _terrifying_ whenever they failed him in some capacity.

They arrived too late and only found the unconscious bodies of the perimeter team. They said that "Spider-Man" had been assisted by some Villains who made it a hobby to post their exploits on the internet.

Burnin had called for them to regroup so they could plan a sweep of the city and how to break the news to Endeavor should they not find him, but Makoto had seen someone running across the rooftops and went to follow.

His Quirk was rather useful for reconnaissance purposes. He was able to ride the heat shimmers of the pavement and turn invisible so long as he's above a heat source. With how sunny it still was, the concrete and asphalt were practically batteries for the sun's rays.

With that he had followed the so-called Gentle Criminal, La Brava, and Spider-Man to Gentle's apartment.

 _"God, how can Villains be so dumb?"_ Makoto could bet his paycheck that this apartment was in Gentle's name.

Well, it worked out for him. Harboring a fugitive and assaulting Heroes would put the two wannabe viral sensations away for a long time and bring Spider-Man back into the loving arms of the law.

Makoto drifted into the dark parking lot next to the building and slowly regained his form and mass now that he was out of the heat. Once he was able to put his feet on the ground he took out his cellphone and began typing the address in a private message to Burnin.

 _"Endeavor and Burnin will probably reprimand me, but boss'll be happy that he was able to get that old guy back and put away the two guys running the cops in circles."_ He grinded as his finger hovered above the send button. _"Hell, the media will eat it up! I can use an internet cafe's computer to send an anonymous tip that I was the one to find them. I'll be famous! Goodbye Heatwave, nameless Endeavor Sidekick, and hello Heatwave, Hero sensation!"_

That was when a web caught hold of the top of his cellphone and pulled it away. "What th-!" That web was followed by another one hitting his chest and pulling him up. Makoto screamed as the line slackened and he began to spin, his body and limbs being tangled and wrapped in a cocoon. _"This… this can't be that Spider-Guy! He was with the two losers and bleeding like a stuffed pig!"_

Well, he wasn't going to wait to find out!

"CODE SIXTEEN TEN! CODENAME HEA-!" Before he could finish the audio code for a distress signal from his phone, a mass of webs enveloped his mouth.

"No, no! Can't have your friends coming in to spoil everything!"

The voice was definitely female and young. Was he dealing with a kid?

A figure began to slowly lower herself, hanging upside down from a thin line. Her knees bent and feet touching on the web while her hands were gripping the end in front of her waist like some human spider. She was dressed in a worn and dirtied high school uniform. Her hair was blonde with streaks of brown tied into two buns

But what stood out about her was her _face_ ,

The left side was a mass of misshapen flesh and exposed muscle. Her left eye was a milky white, making the right amber one seem to glow in the fluorescent light.

"Can't have you exposing me this early. Not when my other half has finally gotten out of that stupid hospital and away from those annoying Heroes!" She giggled to herself as she raised her right hand towards his face. "I… we… never really liked hospitals! Their food totally sucked!"

 _"What the hell is she talking about!?"_ This girl was crazy, that's for sure. Damn it, why did he have to run into the one vigilante with a stalker Villain!? _"Why the hell didn't I tell Burnin where I was going!?"_

When the hell did he stumble into a horror movie!?

"God, I should stop complaining. Mary Jane always said we complained too much whenever we got a little boo-boo from web-swinging." She put the tips of her fingers on his chin and cheeks, her wrist hovering at the bridge of his nose. "But I still can't have you spoiling the fun, Hero. Our rejoining needs to be special. Perfect!"

He could hear something coming. Like a knife slowly being embedded into meat.

But that's when it came.

A stinger of bone jutted through the Villain's wrist and went between his eyes. Makoto only had enough time to feel the searing pain of his brain being penetrated before the sucking began.

As everything went dark, the monster said one more bizarre statement that terrified him.

"And once us two are one again… I'll be able to go home and share the good news with my wife and daughter."

* * *

 _"While many of the students are quite shaken by the attack, none were seriously injured."_ Daikaku Miyagi adjusted his glasses as he continued to read from his teleprompter, spewing all the propaganda bullshit that the government and heroes give him. _"The only major casualties of the League of Villain's assault on the school were members of its own ranks. The program they installed into U.A's security system had mistaken several villains for enemy combatants and were dispatched, but casualties were low thanks to the timely arrival of All Might."_

Bullshit. This was all bullshit! Tomura winced as pain shot up his arm again. Doctor had seen him earlier and gave him some medicine that would heal him up in a couple of days, but it still hurt like hell. He wanted to scratch his neck so badly but it was already bleeding. _"I threw everything at that school... everything the League of Villains had... and it wasn't enough!?"_

 _"But concerns remain regarding how the League was able to infiltrate the school to this degree."_ A graphic of the bastard appeared to Miyagi's right. _"With the public still reeling from Mysterio's murder of Sir Nighteye and other Pro Heroes, many are questioning if U.A and other heroes can handle the threat of the League of Villains. Principal Nezu had assured parents that the virus called 'Living Brain' has been dealt with, there are worries that the system is perhaps susceptible to another brea-."_

He had enough and threw the remote at the television, the cheap plastic and components bursting into pieces. The screen distorted a bit but wasn't interrupted until Kurogiri reached over and shut it off.

"I question why you watch such things if all it does is aggravate you." Kurogiri said calmly as he wiped another glass.

"This was supposed to be _my_ time!" He slammed his working hand onto the table, the wood slowly cracking and disintegrating from his Quirk. "I'm the one that threatened those little shits... I'm the one that commanded Nomu and made the plan! So why the hell does that bastard get all the attention!? Nomu and that stupid calculator are getting more screen time than me!"

It was beyond frustrating. Anyone who was at the U.S.J would know that he was the leader. He played everything by the book, starting with being the first to come out of Kurogiri's portal. He gave the speeches and ordered around his underlings...

 _"Except for those two brats!"_ Was it Kangaroo and Frog-Man's fault!? _"Of course it is. That bastard saddled me with them to screw me over! They didn't listen or follow my orders, so those Heroes probably thought I wasn't really the League of Villain's leader!"_

They were lucky that they were in the safety of a police cell. If he had gotten to them first... if they had come back here broken and wounded from the battle...

"You must admit, the destruction that the Living Brain and Nomu caused has given the League some much-needed publicity." Kurogiri poured some whiskey into the glass and set it down on the table. "Now everyone will be talking of the League of Villains."

"Yeah, talking as if Mysterio's the one running it!" Tomura slammed his fist on the table, breaking off the section that had been disintegrating. "This was supposed to show how I'm the leader, Kurogiri! That the League is more than just that bastard and his gaggle of bootlickers...!"

"Who're you calling a bootlicker, asshole!?"

Tomura turned his head and glared at Vulture who was sauntering into the bar without his wings. Behind him were the other idiots. The spineless brat Boomerang was following that insufferable little bitch Clash like a lost puppy despite her left arm still being in a sling. Behind them was the ever-looming Shocker, who ducked under the door frame when he went through.

"I'm calling you one. After all, you follow his commands like a good little doggy." His eyes narrowed as he inspected the group. "I'm surprised you would even show your face around here without your master, mutt."

"You bas-!" Vulture was silenced by Shocker putting a hand on his shoulder.

Clash shook her head and put her right hand on her hip. "Why wouldn't we? We've got a right to be here." She pointed at him. "Especially since we're half the reason why Japan knows about your group!"

"Ah yes, killing a bunch of second-stringers is a lot to brag about." He chuckled a bit as he mused, "I mean, who doesn't want to have the title of 'annoying brat that killed Fatgum' under their belt?"

Tomura got a kick out of Clash's reaction. Her body shook a bit, not enough for it to become apparent to whoever wasn't paying attention, and grasped her left shoulder tightly. _"Looks like little Ms. Genius has some regrets."_

"Y-You shouldn't say that about Clash!" Boomerang stuttered as he took a step forward. "She worked really hard for us to win!"

"Right, and all it took was exposing your identity. Tell me, did you get a kick out of killing your old man?" He smirked when Boomerang froze in place. "That's right, it's all over the news. Everyone knows about it, Rei. Everyone knows your little sob-story... father killer."

"Leave Rei alone!" Clash seemed to regain her nerve and stomped towards him with Vulture by her side. He couldn't see the glorified gangbanger's expression but he could tell that the punk was pleased with the possibility of a fight. "If you knew what that bastard did to him...! That guy deserved to die! He did!"

"You've stepped over the line, loser!" Vulture cracked his knuckles. "Nobody disrespects my bro like that! Especially not some freak who couldn't even make his little ambush work!"

 _"Well, this works out..."_ Tomura flexed his fingers, each joint cracking as they got into position. _"If I couldn't kill the brats then I can at least kill these losers!"_

 ** _"Clash. Vulture. That's enough."_**

He didn't give Mysterio the dignity of seeing him surprised and calmly looked up to see Mysterio in the other seat. The bastard had a smug look on his projected face as he pointed to the barstools. "Figured you would be here. You wouldn't let your little attack dogs off their leash."

Vulture began raising his right fist only to receive a glare from Mysterio. ** _"Our partner here is just a bit upset with how everything turned out. So please forgive him and go take a seat. Get a drink! This is supposed to be a celebration, after all!"_**

Vulture growled. "Just you wait, bastard. Five minutes alone with you is all I need."

"Only if your master lets you put on your wings."

Vulture huffed and went to an empty seat while Clash hung back for a minute. She looked at Mysterio who nodded at her. "Don't disrespect him, Shigaraki-san. We're supposed to be partners."

"As if I would consider a Quirkless brat like you to be an equal." Tomura knew that insult pushed the right button when her electronic eyes glared at him. She moved her arm back with her hand's speaker already giving a low hum. She didn't care if she was in front of her boss and that he had been taught by mentors greater than the bastard, all that mattered was making him pay for his words.

Just what he wanted.

 _ **"If a fight were to start right now over some childish insults, I will be very disappointed."** _Mysterio mused, freezing Clash in place. **_"Enough to reevaluate my trust in certain individuals. I'm sure that your master would agree with me, Shigaraki."_**

Tomura clicked his tongue and looked away. Damn bastard just ruined the moment of opportunity.

Slowly, Clash lowered her arm and stormed back to her fellow losers. "I wouldn't be anywhere near here if it were my decision." She muttered to herself while sitting on a barstool. "Can I have a Coke, Kurogiri-san?"

"As you wish."

"Screw that! Break out the hard stuff!" Vulture put an arm around the stiff Shocker who was still staring at Tomura. "Hm? What's up, big guy? You bummed that we didn't get to show our stuff on that prick?"

"Nothing of the sort." Tomura couldn't help but note the disappointed tone Shocker had. "But make sure you don't start fights unless Mysterio-sama orders it next time."

"You've got those losers on a tight leash." Tomura glared at Mysterio. "You know, I could've used more obedient thugs instead of the two brats you sent me! At least then I would've slaughtered that class!"

Mysterio seemed unperturbed by his accusation. _**"I will admit, Kangaroo and Frog-Man were eccentric. Not exactly team players… most of my gold star members aren't."** _He pointed at Tomura. **_"I did inform you of Kangaroo's quirks and her brother's devotion beforehand… I was hands off with your entire non-plan."_**

"Bastard… the plan was fine!" He was getting itchy again. Damn it, his neck was beginning to sting from those cuts his fingernails left. "The reason why it went to hell was because of your people!"

 ** _"I merely handed you tools as my partner requested."_ **The bastard was not tutting him like a dog! Damn it, he wished he could just kill this prick already. **_"I gave you the Living Brain. You could've activated it at any time and have it give you a constant flow of up-to-date information. You could've had it use those robots as the first wave of attack and wear out the Heroes and students before making your move. Hell, after that you would be able to send out Kangaroo and Frog-Man to do their thing before moving in with the rest of the rabble."_**

Tomura's teeth clenched in anger. He didn't want to admit it, but that did sound like a good plan and that just made him more pissed off. _"I could've offered money to the no-names and have them kill the two! They never liked the brats! Fuck!"_

 _ **"Instead, you wasted two valuable gold-star members who I'll never see again, and I'm seeing an unprecedented loss in revenue thanks to all the Villain gear that Clash had to fry just so that the Heroes wouldn't be able to learn anything. Then, on top of all that, we lost the Living Brain's status as a spying tool since they'll only strengthen their firewalls now!"** _Well, at least he could take some pride in annoying Mysterio. **_"My technology doesn't grow on trees, and you're only lucky that my partner gave me due compensation with an added bonus because of my successful ambush."_**

"Yeah, because killing an old Sidekick of All Might's makes you hot shit."

He didn't like the chuckle Mysterio made. **_"Haven't I told you before? What matters in this world is the message and its presentation. I was the one who elevated the League of Villains' name to new heights. I showed the world nobody was safe, and for all your bungling and failure to kill the Symbol of Peace it only aided that message."_ **The bastard's smile grew wider. **_"To be perfectly honest… it really didn't matter whether your half-baked scheme worked or not. And I'm sure your master realized this too."_**

Tomura heard enough. He was out of the chair and shot his unbroken arm out. A part of him knew this was futile, but there was also the chance he would get lucky and wipe that smug grin off the bastard's face.

Sure enough, his hand went through Mysterio's body and only touched the booth upholstery. As it disintegrated to his touch, Mysterio appeared in a puff of smoke on a barstool across from the booth. **_"Was that really necessary?"_**

"Bastard…" God, he wanted to make him pay. That smug little grin… that condescending tone… acting like he's oh so much better despite never really facing down against the Symbol of Peace! _"Just you wait. I'll kill you along with that Spider-Br…"_

An idea struck him. One that spread a grin from ear to ear.

 _"Yeah, that'll throw him off."_

"Maybe not." Tomura sat back down and crossed his legs. "But it probably would've worked against that fun-sized Spider-Man that school was teaching."

The look on Mysterio's face was priceless. The smug smile seemed to wash off and he just stared at Tomura uncomprehendingly.

 ** _"What?"_**

"Oh? You didn't know?" He pointed at his right arm. "A little shit decided to copy that loser you pine for. Had webs and everything. Managed to break my arm and even put up a fight against Nomu." he scoffed, taking sadistic joy in the fact that Mystero didn't seem to have anything smart to say. "So much for the all-knowing Master of Illusion…"

 ** _"...You're lying."_** Mysterio's hands clenched into fists and his body shook. The face outline in the flames twisted into a snarl. _**"YOU'RE LYING!"** _He slammed his fists on the countertop, shocking his flunkies before he got up and stomped towards Tomura. _**"If this is a joke, it's not funny! There's only one Spider-Man, and that's Parker! I don't care what Nighteye sai-!"** _His eyes widened before that snarl grew deeper. **_"You've been spying on us, haven't you!? Admit it, you little bastard!"_**

Okay, now this was a treat. Seeing the oh-so great Mysterio lose his cool… _"If only the sheep could see him now!"_

"M-Mysterio-sama?" Clash's tentative question made the Master of Illusion wheel towards her. "I-I've always checked, and it's impossible anyone's been spying on us during that operation! I-I know because…"

 ** _"In this damn world, nothing is impossible!"_ **He raised his arms towards Tomura and they crackled in blue energy. **_"Take it back… There is no Spider-Man other than Parker! None other!"_**

Tomura could see it now. A fight would break out with Kurogiri being unable to diffuse the situation. His master would probably chime in soon, but not before the first blows were laid. _"Well, better make the first strike count."_

The door slammed open. All residents of the bar turned to see Prowler standing there in full costume clenching the doorframe with her left hand. The claws were extended, digging into the frame as her eyes narrowed. "You…"

"Shit!" Tomura began to duck, but it was too late.

"LITTLE BASTARD!" She leapt forward before activating the rocket boots, propelling her forward and past the Enforcers who were trying to gather their bearings. She reached out and grabbed the back of his collar, cutting the rockets so she could land on the ground and fling him against the wall. "You sicced your punks and robots against kids!? KIDS!?" He barely had enough time to duck as her left hands claws carved deep grooves against the wall.

"Why the hell do you care!?" he shot his left arm out of her chest only for Prowler to bat it away and stab the tips of the claws into the drywall. "They're going to become Heroes anyways! Little rats following the tune of All Might!"

The truth seemed to piss Prowler off more. "I didn't give a damn what you did to the Heroes! I could give less of a fucking shit about you killing All Might! The minute you tried to kill those kids…"

He didn't have time for this. He was disoriented and nursing a broken arm, but if he didn't try to put her down, she would really kill him. He swept his left leg along the floor only for her to hop over it, but that was only a distraction so he could grasp her shoulder with his hand.

She grabbed the left arm by its wrist with her right hand and brought her left hand back. _"She's going to break it if I don't do something!"_ He tried to knee her in the gut but Prowler was quicker and instead punched him in the kidney. She let go of his wrist and let him fall to the ground clutching his side, gasping and wheezing in pain.

"Mysterio-sama, should we help him?" He could hear Clash and the other Enforcers getting ready to attack. "She's going to kill him!"

 ** _"Please, this isn't our fight. With any luck they'll kill each other."_**

"Oh, don't you worry you bastard. You're going to be next." Prowler took her shinai and its metal frame crackled with electricity. "I heard the reports. You were downright fucking _eager_ to kill those kids, weren't you!?" She raised her shinai over her head. "Well, I guess it's time I engrave this overdue lesson into your fucking bon-!"

 ** _"ENOUGH."_**

Sensei's commanding tone silenced all activity. Everyone froze while the television hummed and displayed the words 'Audio Only' in red text. Nobody could see him, but his presence was felt. That icy tone that commanded the armies of Villains years ago. The calm, quiet rage that ordered the deaths of all inconveniences.

It was the voice of a killer of Heroes and the commander of the dark.

 ** _"Prowler, put down your weapon."_ **Sensei's voice was now patient, as if he were speaking to a misbehaving child. **_"I understand you are upset…"_**

"Bastard… you fucking monster…!" Despite this woman routinely beating the crap out of Tomura during their spars, she now shook in fear and rage while dropping the shinai. "You made me put that thing in there…!"

 ** _"As per our agreement. I made sure not to tell you the purpose of your visit to U.A."_ **Slowly, Tomura got onto his feet and wobbled a bit while Sensei continued. **_"He was only acting according to what had been planned in advance. Those children chose to go to that school and become Heroes. Besides, they were never the main target…"_**

"I don't give a damn! You used me to set something up so that you could kill kids! If I had known…!"

 ** _"Let's not lie to ourselves. You would have done it anyways."_**

That declaration caused Prowler to clench her fists so hard her knuckles cracked. For a second, Tomura was sure that Prowler would just go over and punch the television.

Instead, she reached into her belt and took out a thumbdrive.

Mysterio's eyes widened in surprise. **_"Wait, is that…!?"_**

Prowler said nothing and instead placed it in the palm of her left hand before squeezing. The sound of metal and plastic breaking echoed out.

 ** _"NO!"_** Mysterio reached out to get her, but Kurogiri placed a hand on his shoulder and held him back. **_"Get off me! She just destroyed the Living Brain! Do you have any idea how much I spent to get it!?"_**

"Don't know." She turned her hand and sprinkled the broken thumb drive parts onto the floor. "Don't care." Prowler glared at Tomura before, without uttering another word, she turned on her heel and went to the door.

"Hey, you can't just…!" Clash began as the other members of the Enforcers got up to intercept her.

 ** _"Leave her."_** Sensei spoke up with finality. When the Enforcers seemed unsure what to do Mysterio raised his hand, signaling for them to back off and let her pass. **_"Prowler simply needs time to cool off… and think before she does anything rash."_**

Tomura's combat instructor froze at the doorway for a second, likely thinking over the double meaning behind. After that second she left and slammed the door behind her..

 _ **"How can you let her get away with that!?"** _Mysterio whirled at the television. ** _"She now completely destroyed any hope we had at recovering the Living Brain! All that work… all that money… all the potential…!"_**

 ** _"Calm yourself, my friend."_** Sensei's words seemed to placate Mysterio, which made Tomura try hard not to laugh. God, was it really that easy? **_"We received more than enough from Tomura's excursion and the Living Brain's time in the school's system… we have knowledge. We know more about them than they do about us. Doctor has gained so much from Nomu's little trial run so that he can perfect the next batch, and with the Living Brain exposed its usefulness has come to an end."_**

It all sounded so reasonable, likely simplified so an idiot like Mysterio could understand. Still, the man seemed uneasy with this explanation. **_"But… she was disrespecting us with that display! She attacked your student!"_**

 ** _"Like you would have, over some no name child donning the garb of your nemesis?"_** Tomura took a secret delight with how the bastard looked to the side like a chastised child. ** _"I understand that Nighteye's prediction… unnerved you. However, as you yourself had demonstrated, his Quirk was fallible. And do you really wish to take the word of a dying, spiteful Hero as truth? Are you willing to burn what we have over your paranoia?"_**

That was Sensei. The man knew how twist words and bring someone to see his side of things. He sounded like a man who didn't want this partnership to end, someone who thought this entire situation was silly and that Mysterio should laugh off the existence of the Spider-Brat.

 _"But I know the truth… That brat scares you, doesn't he? And it's all tied to Nighteye…"_

Mysterio took a deep breath, wherever he was, before letting it out. **_"Yes… yes you're right."_** He turned to Tomura and gave a curt nod. **_"Sorry for my little… outburst, Shigaraki. I hope you can forgive me."_**

The bastard didn't mean a word of it, but that was fine. All Sensei cared about was keeping them from killing each other right now. "Fine. Whatever."

 ** _"There."_** Sensei sounded so pleased with himself over these turn of events. **_"Now then we can get down to business and discuss the future of the League of Villains. Our expansion into the international market… and a little side-project that our good Doctor has begun to work on."_**

"Like a new Nomu?"

Tomura could feel Sensei's smile through the screen.

 ** _"Something a bit more deadly than the one sent out to you. Something that is a bit more… venomous."_**

* * *

 ** _Meanwhile… On Earth 2018.616_**

* * *

 _"Okay, Mayday. You've gotta focus."_ Mayday Parker leapt up into the air to intercept the ball before it went into the basket. _"They're leading by one point and the clock is ticking. If you don't get the ball back the team's going to lose the first game of the year and you're going to look like a showoff jerk. No pressure."_

Her first year at Midtown High had started off great. She had gone to the same school as her childhood friends, had almost all her classes with them, impressed the teachers with her smarts, and somehow aced tryouts for the women's basketball team. Coach Thompson had been really impressed with her and was surprised to find out she was Peter's daughter.

He didn't ask where her father was. Most people tended to avoid that topic, instead content to whisper behind her back wondering if he skipped town to avoid anymore payments or was just crushed by a frost giant.

It really pissed her off.

It had been ten months since her father left without a trace. Even she noticed something was wrong when he did nothing to try and contact her or Mom during the whole War of the Realms debacle. They had been scared out of their minds, hunkering down in a refugee camp guarded by Francis Barton, or Ronin as most people knew him.

Her Mom had asked the superhero if they knew anything about where Spider-Man was, only to receive no answer.

She didn't get it. Sure, Spider-Man was a 'local guy' but so were plenty of other superheroes. And why would she ask about Spider-Man? Why couldn't she ask how Dad was doing?

 _"But it's not like she doesn't care about Dad. She was worried sick when he didn't call and Torunn helped her dad clean everything up."_

God, now's not the time to think about this! Focus, girl!

She wanted to scream, "NO GOOD!" as her outstretched fingers grasped the ball.

"Mayday snagged the rebound!" She heard a familiar voice cry out.

"That's my girl!"

Mayday briefly glanced to the stands and saw her mom sitting next to a thin man wearing the team's t-shirt and jeans. He was rather thin and cleanly shaven, his head rich with brown hair that was stylishly messy and short. He wore a pair of glasses that were hanging precariously at the tip of his nose, ready to fall with the next cheer.

Her uncle, Phil Urich, made it a point to come to every one of her games. When her dad wasn't there to see her greatest moments, he was. He always had some sage wisdom to offer that didn't sound preachy or self-righteous, always offering to play basketball with her even if he kinda sucked at it or play video games when he wasn't hanging out with Mom.

She had to admit that the man was practically a second father to her. His presence was always welcome, especially now with her dad missing.

She landed on the ground and began dribbling down the court. That was when she felt something. A strange, tingling sensation at the back of her skull.

Unconsciously, she ducked just in time to avoid a hand from a member of the opposing team. _"Huh. Weird… is this what they call a sixth sense?"_

"Stop her! Shut her down!" The team captain of the Crusaders shouted, not that it did any of them any good. She was now zig-zagging through the confused and desperate team, going down the court like a rocket as the basket grew closer and closer…

She was going to do it.

Mayday Parker was going to score the winning points!

 _"Nothing can stop me now!"_

She was in the zone! Time to make this officially the best day of her life!

Her body felt loose as she jumped high. To her surprise it was higher than she had ever jumped before, sailing almost over the hoop. _"No, don't think about it! Just slam the heat!"_

Following her own advice, Mayday slammed the ball through the basket. The glass of the hoop shattered into a shower of shards, raining down on the court as the horn let out to end the game. The score changed to show her team now pulling ahead with one point, causing her teammates and everyone in the stands to roar in applause.

 _"Holy crap! How the hell did I do that!?"_

Adrenaline. That's all it had to be. Surely, that was the only explanation right? She got too in the zone and managed to smash the hoop!

She landed on the ground just in time to be lifted up by her teammates. Davida's hands on her back as Maudau pumped her fist into the air and looked at her mom.

But rather than excitement, she was looking at her as though she had turned into the Hulk. Uncle Phil didn't seem to notice it and continued applauding her, whistling and clapping his hands as he stood up.

 _"Mom? What's wrong?"_

* * *

 **To Be Continued...**

* * *

 **Notes: So, that was a chapter right? Special thanks goes to reppuzan for betaing!**

 **I really wanted to touch base on Peter, because of course he wasn't going to stay in the hospital after hearing about the U.S.J attack regardless how he's in no shape to act. Plus, it allowed for me to introduce Gentle and La Brava! God, they were pretty fun to write since I got to play them for more MHA-style humor rather than my usual Into the Spider-Verse and Warren Ellis-influenced humor.**

 **And, of course, having the Villains react is fun because you get to see how their plans are shifting and Mysterio again losing his shit. Good times.**

 **Oh, and one other thing...**

 **SPIDER-GIRL ARC COMING UP NEXT!**

 **So far, its planned to be a relatively short arc just so you can see how Peter's world is handling things. You'll still get peeks into Izuku's world, but thankfully nothing crazy is happening just yet so I can afford to take this little side-adventure... still I'm hoping that I can surprise you all with where I take Mayday and other spider-person!**

 **Anyways, be sure to check out this fic's TV Tropes page and add whatever you want!**

 **Please be sure to leave a review.**


	22. Issue 21 - Legacy

Steve Rogers never felt like more of a man out of time than now.

"Are you all _sure_ that you have no leads regarding Peter's whereabouts?" He asked the other members of the Avengers while placing his hands down on the meeting table. It felt odd for him to be here inside the corpse of a dead Celestial. It felt way too morbid. But it allowed the other countries to feel secure knowing that the Avengers weren't just an arm of the United States government and they could always take a teleporter to Avengers Mansion once the meeting was done.

This team wasn't his own. The membership had changed constantly since he had been revived from his deep freeze sleep in the eighties, but there was always some sort of familiar face in the crowd like Tony, Thor, Clint, or Jarvis. Someone he could connect to and not feel like an old man amongst the new generation.

That wasn't the case for this latest iteration.

They were all either new kids taking up old identities or the kids of his comrades adopting their parent's monikers. Kamala Khan as Ms. Marvel, Robbie Reyes as Ghost Rider, Zane Yama as the Juggernaut, and Henry Pym Jr. who took up the Yellowjacket mantle were the only examples just on the team. The odd ones out were Riri Williams who adopted the moniker Mainframe to disassociate herself from Arno Stark as much as possible, Bruce's half-alien son Skaar, Peggy's grand-niece Shannon Carter who adopted the American Dream codename, and finally Thor's daughter Torunn.

A team of Avengers comprised almost entirely of kids. Robbie, Torunn, and Kamala were the oldest of the bunch and they were just hitting their twenties!

"Yeah, sorry Cap." Kamala turned her tablet around and showed a message board. "We've sent out a request for information on every message board and the Champions are looking under every nook and cranny, but no luck."

"Krokoa's got no idea what's happening either." Zane shifted uncomfortably. "Rina's talked to Ruby and our network of precogs are just seeing static while the telepaths aren't picking up any thoughts concerning him. Laura also used the Madripoor black market channels and none of the gangs or supervillains have made official statements. Just fifty bragging low-time thugs claiming to have killed him."

Steve nodded while he processed the information. The Champions had really blossomed since Kamala revived the team name when she turned seventeen. She had said that superheroes weren't doing enough to connect with the new generation or the public, sometimes even being too busy to help clean up the mess made during intense battles. What started as a small group of teenage superheroes became an organization that performed relief and charity work while providing a rapid response to any young superhero or civilian in need. Kamala still ran it, though she had become a bit hands-off since starting college to hopefully kickstart a political career.

Krokoa, meanwhile, had become a world power of its own and the unofficial 'homeland' of the mutant population. They were technologically advanced, had developed amazing drugs that could treat the deadliest of diseases, and had made impressive strides in cloning. Luckily, Zane was able to keep Steve up to date since he was dating Logan's genetic daughter Rina. That fact also helped them gain a favorable standing with the new Wolverine and Madripoor's Queen, Laura Kinney.

If those three weren't able to pick up anything, then that meant Peter wasn't anywhere on Earth. "Junior? You have anything?"

Henry shrugged his shoulders. "Nothing. I've worked with Nadia, Reed, and every other super scientist. There _have_ been tachyon spikes in the past couple of years but we can't pin down the location, and there's no reports or records of a 'huge lightshow'. I think everyone was just glued to the screen when you guys were kicking Ultron's butt."

 _"I've also been talking with Blaze, and none of the realms of Hell have Peter's soul. They're also confident that none of the other afterlives have him either."_ Robbie's voice was loud and rumbling like an engine, demonic but also having a hint of giddiness to it. Steve still had no idea how Johnny Blaze became the king of Hell and Robbie wasn't really sure either. Apparently a race between the two had been involved. _"All things considered, that's good right?"_

"I wouldn't be too sure." Everyone turned to Torunn who crossed her scarred arms, her left eye narrowing at the table. "I've been looking into it… there is something wrong with Midgard… I only noticed it after my sacrifices and beating Malekith with Father." She rubbed the eyepatch over her now missing right eye. "Something is blinding my vision and making me overlook this disturbance… Father thinks it's connected to the Black Winter, but I'm not certain."

Everyone went silent after that, Steve feeling the guilt weigh on him more.

After dealing with Ultron, the Avengers had been called up by Peter's ex-wife and Johnny Storm. Peter hadn't been seen for days and they were starting to get worried. Steve had begun organizing a search party when Malekith decided to invade Earth with armies from across the Nine Realms, occupying entire countries and slaughtering or enslaving the residents.

The War of the Realms as the media called it lasted for six months. Cities' infrastructure were reduced to rubble, heroes died alongside soldiers, and civilians cowered in fear as gods fought monsters and angels. The tide only turned thanks to Shannon convincing the Angels of Heven's commander, Fernande, to stage a coup and Torunn paying the price for power.

Like her grandfather, she sacrificed her eye for knowledge and hung on the World Tree for nine days to gain the power necessary to feed Malekith his lunch. Thor told him that meant Torunn would become the All-Mother, the Queen of Asgard, once he stepped down from the throne.

Clint's kid was thrilled with the idea that he would become a king.

So they had spent the past four months rebuilding, sifting through the rubble to find the bodies and get the people of Earth back on their feet.

 _"And that's the terrible simplicity of it. We hadn't been looking for Peter because there were more important things to do."_ Steve jaw clenched. Peter was one of the best men he knew, a damn good superhero and friend who was always there if someone needed him. Yet when he was missing what did Steve do? Focus on the newest big threat and damn everything else.

"Cap… Steve… don't feel bad. I'm sure we'll find him!" Shannon turned to the others. "And we'll keep looking! Avengers don't leave their own behind!"

Skaar huffed. "Sorry, but I've got more important things to do."

"Oh, like what?" Riri rolled her eyes. "Polishing your sword?"

"Trying to find Banner, or did you guys forget how he practically destroyed us?"

Steve hadn't forgotten.

Clint had made a call when it was reported that remnants of HYDRA had control over Bruce. Amadeus Cho, the new Hulk, had assured them that Bruce was fine, but when the man's eyes glowed green, Clint Barton shot an arrow through Bruce's skull.

Apparently, Bruce gave Clint the special arrowhead should he ever get out of control. He made Clint promise that if anyone were to control the Hulk… he would kill him.

Bruce was dead. They buried him and everything. Clint had even gone to trial for Bruce's death and while he was deemed not guilty, the former Hawkeye officially retired because he was ashamed of himself.

Then Bruce came back to life, looking like he was in his thirties and wandering America. He also seemed to gain a new, far more vicious and sadistic Hulk persona that Torunn called 'the devil' in the middle of a concussion. It soundly beat the Avengers until Riri used one of Tony's old toys to fry him. They handed Bruce to the government because it was the only way to release Walter Langowski from getting life in prison for three murders Sasquatch committed under possession, but the Hulk had escaped somehow.

Skaar had been particularly adamant about them finding Bruce. Saying that the Hulk was the Worldbreaker, that they needed to find him before this new Hulk did something worse.

"He's our priority. The Skrulls and Kree making moves up in space are our priority." Skaar glared at Steve. "Finding your old friend _isn't_ my problem."

"Skaar! That is uncalled for!" Shannon shouted as she stood up. "Of course we're not ignoring those things! But Spider-Man is one of us and…"

"That's enough!" Steve wanted to sit down. God, these meetings nowadays were exhausting. "For now we're going to keep an eye out. If you find something, report it immediately. But as much as I hate to say it, Skaar is right. I want Peter found, but our world's still recovering and the last thing we need is another Hulk rampage or an alien invasion." Steve turned and walked away. "Meeting adjourned."

Everyone slowly got out of their seats and headed for the teleporters provided to them by the Avengers' backer, Prince Azari of Wakanda. Everyone save for Shannon, who walked over to him. "I can put together a small search team of reserve Avengers members. We don't have to completely drop the search…"

"We're not. But making sure that the world rebuilds itself and lives another day is the Avengers' top priority." He placed a hand on Shannon's shoulder. "Don't take Skaar's words personally. I had to deal with a lot of lip from Clint, Pietro, and Wanda when they first joined."

"I'm just not sure I can take up the leadership role…"

"Well, then prove to them that you can."

With a hesitant nod Shannon left Steve alone. He looked towards his shield and sighed.

He was getting old, that fact was unavoidable. He couldn't keep fighting the good fight forever and he already made up his mind for Shannon to take the shield. Bucky and Sam said he couldn't have chosen anyone better.

 _"But not yet. Not until all the soldiers come home…"_

Time to call up everyone on his contacts list for an update. Hopefully Johnny Storm and the Fantastic Five were picking up a trail in space.

* * *

"You sure you don't want me to come along with you guys?" Philip "Phil" Urich asked Mary Jane Watson as the various parents and friends clamored around the members of each team. The crowd was dense, an impregnable barrier between them and Mayday who was talking with her friends. "It's not a problem for me, if that's what you're thinking. I don't have to head to the Daily Bugle until noon tomorrow."

"No, no, it's fine." God, she was beautiful. Even if she was a couple years older than him and had a few wrinkles, her age did not detract from the actress and former model's looks. She laughed a bit into her hand. "Mayday's probably feeling tired from her game. I think we're just going to tuck in for the night."

"Please. If Mayday had her way she'd be up all night with Davida getting a frozen yogurt or something." He frowned as she looked to the side. "MJ, what's wrong? You've been acting weird ever since the end of the game."

"Oh, it's just..." MJ bit her lip. "No, it's nothing. It's just strange seeing my little girl growing up. She's just starting high school, after all."

A part of Phil's heart ached at the answer. She wasn't telling him the full story, not letting him into what was really bothering her despite how close they've gotten these past few years. "But not close enough." A bitter part of his mind sneered. He brushed the thought aside, giving her the old Urich-winning smile perfected by his uncle. "Listen, MJ, if there's anything you need, don't hesitate to ask. I've always got an ear open."

"Phil... you're a great friend." He tried hard not to wince at the word. "But this is just something I've got to handle on my own. If you were a parent maybe you would understand."

 _"Yeah, never mind that I'm around a hell of a lot more than Pete."_ He didn't hate Peter Parker. They were friends and while they were not especially close, he didn't hate the guy. But it still pained him that compared to a guy who was almost never around and in all likelihood either skipped town or died during the War of the Realms, he was still the lesser man.

He had met MJ years ago during a Daily Bugle reunion party. He and Peter had met a couple of times while Phil had been working under the table for his uncle in the offices. They hit it off rather well by having similar tastes in movies and an interest in science, though Phil leaned more towards forensics. They kept in touch on and off when Peter changed his career as a photographer to high school teacher, only meeting during the party with MJ on his arm.

And he thought she was beautiful then, a real party girl who was also sweet and fun to talk to. Everything Phil wanted in a girlfriend but never seemed to get. Even Norah Winters and Michiko Musashi didn't make him feel the same way.

 _"God... Mickey... I hated how that went down."_

After Peter and MJ's divorce she began to call him. Turns out he was one of the only people she was kinda-sorta friends with who was still in-state. It started with a few meetings at coffee shops, talking about what they were doing and inane stuff like that. But soon things seemed to progress with their relationship. She started to bring Mayday along with her during their meet-ups and hang out with him whenever Peter bailed.

"Uncle Phil!"

Phil let out a grunt as Mayday's body crashed into him and hugged him tight... actually, it was more than just a bit snug. She was practically crushing his spine! "M-Mayday! C-Can't breath!"

"Sorry!" She let go of him and smiled up. "Did you see that slam-dunk I did!? I never thought I would be able to destroy the hoop! I mean, I've dreamt of it since I thought it would look badass...!"

"Language, young lady!" MJ chided her daughter with a frown. "Just because you're happy it doesn't mean you should forget your manners!"

"Sorry!"

"Come on MJ, she's just happy." He rustled the top of her red hair. He still didn't understand why she got an undercut but apparently it was 'in' right now. "Besides, I know for a fact we knew some damn dirty words before entering high school."

"Well I never said them."

"Mom, come on! Don't try to deny how cool you were!"

"Anyways..." Phil picked up the bag he had next to his feet and handed it to Mayday. "I've got something for you! A little victory present for your first game!"

Mayday's eyes sparkled. "Thanks, Uncle Phil!" She took the bag and opened it, taking out the volumes of the Vigilantes spin-off of My Hero Academia before reaching the bottom. Her eyes widened and a beaming smile spread from ear to ear. "Y-You got me an autographed picture of Franklin Richards!?"

"You know it!" Only took him calling up Julie Power and practically begging her for it as a favor for him. She still didn't like him and hadn't forgiven him for what went down with Mickey. The fact that he was hitting her up for Franklin's autograph probably buried whatever chance he had to salvage their old semi-friendship from their Excelsior days.

But it was worth it to see Mayday's smile.

"Thankyouthankyouthankyou!" she squealed while pulling him into a bone-crushing hug. "I've got to show this to Davida and Courtney! They're totally going to flip!"

"Yeah, go ahead! See you soon, Mayday!"

"Bye, Uncle Phil!" With that, the little girl who was practically his daughter sped off to her friends.

He turned to MJ and nodded. "Well, I'll be seeing you. Hit me up the next time you want to hang out."

"I'll be sure to do that, Phil."

Phil left Midtown High and took the bus to his apartment. Occasionally he took little glimpses out of the window to see the city still in the process of rebuilding from the War of the Realms. A war he could not help with because he had given up the superhero life. All it did was cause him and others pain and embarrassment.

 _"But I still miss it... the power... the freedom..."_

Eventually he made it to his crappy apartment and went up the steps. It was the cheapest place he could get in Manhattan and he hated being here. However, it let him be close to his job and MJ so he didn't mind it much. But the landlord was an ass and Phil could tell the guy just didn't like him.

So he wasn't all that surprised when he saw the notice of eviction on the door.

Phil Ulrich, once the 'heroic' Green Goblin, the short-lived Blue Wail, and former founder of the Excelsior help-group for former superheroes laid his back against the wall. As he slid down it and tried hard not to cry one thought went through his mind.

 _"What the hell am I going to do...?"_

* * *

Hero-Con really wasn't Miles Morales' scene.

"Come on, man! Would it kill you to be a bit more enthusiastic?" His best friend, Ganke Lee, slurped the six-buck soda bottle they got from the snack area. "Daniel freakin' Kingsley's coming out! It's not every day you get to meet a celebrity!"

"Meet? Dude, we're in the back aisle."

"Details, shmetails!"

Miles shook his head. There was no way he was going to win this argument. Ganke had that look in his eyes whenever superheroes got involved in a conversation.

Hero-Con had been formed by superhero enthusiasts from the world over. It was just as big and just as nerdy as Comic-Con, minus the movie trailers. There were panels galore where people could meet everyone in the business of superherodom, from the actors who starred in that terrible Roger Corman Fantastic Four biopic to actual superheroes. Miles had already been to panels hosted by Daredevil's sidekick Blindside, who kept tiredly insisting that his partner's name wasn't Darkdevil, and members of the Champions. Ganke had nearly fainted when he got autographs from Viv Vision and that new recruit Snowguard.

All Miles did was stand awkwardly in place and try to look like he was having a good time. He wasn't a big superhero fan like Ganke and would rather have been building that Death Star LEGO kit his friend had gotten a day ago.

"We're going to get in so much trouble tomorrow…"

Ganke gave him a look that made Miles shuffle in place. "Dude, you've been sneaking out to hang with your uncle for days now and haven't gotten caught. Going to a convention isn't going to somehow make Dutcher magically nail you."

He had to suppress a groan at the name of Visions Academy's vice-principal. Somehow, the man seemed to have this sixth-sense that told him if a student had been sneaking out. For whatever reason, Dutcher seemed to be hyper-focused on busting Miles since day one. _"Maybe it's because I'm the charity case or something."_ Shaking his head, he raised his index finger. "Okay, first of all, Uncle Aaron doesn't live far so I can sneak out and get back in a couple of hours. Second, my uncle's cool and you know it."

"Yeah, I know…" Ganke grinned widely as the lights dimmed. "But he isn't as cool as a superhero!"

Before Miles could answer, smoke billowed onto the stage. Orange and blue spotlights turned on overhead before focusing on a silhouette within the smoke.

"HELLO HOB-NOBBERS!" The smoke cleared to reveal an old but rather fit bald man in a white suit with an orange tie that was grinning from ear-to-ear. "Are you having a good time here at Hero-Con!?"

The crowd erupted into applause as the man raised his hand and waved. Daniel Kingsley then pointed finger guns and shot them at the various attendees.

 _"God, this dude is so cheesy…"_ Miles rolled his eyes. _"But I guess when you're head of a superhero company, people will eat anything you do up."_

"Alright! Love the energy you guys have!" As the crowd quieted down Daniel directed their attention to the screen showing someone that could've been practically his twin if he had more hair. "Now, as you all know, my brother Roderick passed away not too long ago…" The picture changed to show a man garbed in the familiar orange and blue garb of the Hobgoblin chucking pumpkin bombs at a Frost Giant. "...defending this great city against another otherworldly threat! It was his final chapter in a long tale of redemption…"

Miles knew it as did anyone with even a tangential interest in superheroes. Roderick Kingsley had once been a fashion CEO who upgraded when he stumbled on the Green Goblin's old gear. Deciding to give it a makeover, he went out to become the Hobgoblin.

What followed was the standard supervillain tale. He used his tech selfishly, taking whatever he wanted and fighting Spider-Man or some other superhero time and time again. Somehow, Roderick had managed to avoid going to prison for the most part thanks to roping in suckers to wear the costume just when he was about to get caught.

Then the Inversion Event happened.

HYDRA had cooked up a clone of the Red Skull and used Charles Xavier's DNA to give him telepathic powers. After a long battle with the Avengers the clone had died, but not before making some superheroes into assholes and some supervillains into legitimate good guys.

The changed superheroes, including several X-Men who now believed in racial superiority, were quickly quarantined. Miles still remembered feeling embarrassed for Luke Cage, who made a complete ass of himself by trying to sell the Avengers to some company. The supervillains, meanwhile, did their level best to try and do a lot of good.

One of them was Roderick Kingsley, who decided to make superheroing into a self-help business empire. He published his own semi-biographical book, _Hobnobbin' With Roderick Kingsley_ , and built up the Kingsley Corporation to promote up-and-coming superheroes.

Doctor Strange and Magik got to work and reversed the inversion. While most of the supervillains went to prison or escaped, Roderick stuck to his changed ways and continued being a spokesman for "the new generation".

 _"Probably realized he would make more money legitimately than spending it on being a supervillain. Less time in jail too."_

"When he died, my brother left it up to me to put what he had set out into high gear!" The pictures then changed to show the Hobgoblin handing kids his own action figures. "Sure, he got a start with that whole Inversion thing… but remember! The Hobgoblin, like any costumed identity, is just a brand! What really matters is how you use it!"

Smoke began to pour out from behind him as more silhouettes appeared.

"You're the ones who have the power to become superheroes! The only person you need to prove in order to make that first step is yourself!" The smoke cleared to reveal several costumed heroes that had made a name for themselves during the recovery months. Queen Cat, Missile Mate, and the Warthog were the first Miles recognized right off the bat. "And through the Kingsley Program… YOU **CAN** BECOME A HERO!"

The crowd exploded, standing up and giving a round of whooping and thunderous applause. Miles didn't really understand why they were so happy. All Daniel did was talk about his brother's life story while giving himself a pat on the back. _"Just smile and clap, Miles. The last thing you need is a lecture from Ganke."_

Ah, well. At least his friend was enjoying himself.

Daniel bowed and said, "Thank you future do-gooders! The Kingsley Corporation will be hosting a special Ned Talk at Kingsley Towers in two days, so be sure to sign up! We'll have a special treat in store for all those who want to become Hob-Heroes!"

"Oh man, that was so awesome!" Ganke turned to Miles looking like he had just been asked out by Kitty Pryde, his crush from back in middle school. "Dude, we've got to go to that thing this weekend!"

"Sorry, but I've got plans with Uncle Aaron. We're gonna tag this wall in the subway he knows is totally clean." It wasn't a lie, either. He and Uncle Aaron had been planning this all week. His uncle may have not been as good with graffiti as Miles was, but he always had tips for making the final product look better.

Unlike his dad, who seemed to regard graffiti as a crime… which it was. _"But Dad could at least say it looks good!"_

"Aw man, we're never going to get an autograph with that crowd." Miles glanced to the literal sea of people holding up books and Hobgoblin merchandise for Daniel Kingsley and the other superheroes to sign. "This sucks!"

"Hey, it's not that bad." Miles took out his phone and held it up. "Come on, let's take a picture and get going."

"Alright." Ganke flexed his nonexistent muscles as Miles took a few steps back to get a wider shot. "You better get my good side!"

Chuckling and shaking his head, Miles made sure Ganke was right next to the distant Daniel Kingsley and snapped the picture.

That's when he noticed the spider.

It was rather big. With its long legs it was nearly the size of his palm. The tips of its legs and beady eyes flowed an almost neon orange while on its abdomen were the red number forty-two.

 _"The hell…?"_ Miles winced as the spider suddenly bit him for no reason. _"Ow!l_ It stung like he was stabbed by a pair of thumbtacks. Not painful per-say… but certainly annoying. Miles hit it's body with his left hand and it dropped uselessly to the floor.

"You okay?" Ganke asked as he ran over and looked at the spider. "What's up with that thing?"

"Dunno." He rubbed his hand and put away his phone. "Probably not poisonous. Don't feel bad or anything."

"Maybe we should swing by a hospital or a doc-in-the-box."

Miles groaned. "No way! If my dad learned I snuck out he'll flip!"

Jefferson Davis was perhaps one of the lamest yet hard-assed cop dads who ever lived. He was the one who hugged and practically cried when Miles won that lottery to get into Visions Academy like he was escaping from poverty or something! He didn't really want to leave Brooklyn and attend that preppy-prep school even if Ganke was attending, but Dad and Mom insisted.

 _"Great potential this and opportunities that… they don't even care what I want…"_

"If you insist…" Ganke shrugged as they began to leave. "Let's put some of your stickers around the neighborhood. If you don't start passing out and your hand doesn't begin to swell like crazy then you're probably fine."

"Sounds good to me!"

As Miles and Ganke left, hundreds of people would stamp on the dead spider and turn it into a smear on the floor.

None would find out where it had gone.

* * *

"What do you mean it's gone?!"

Daniel Kingsley knew that the public would be shocked if they saw him now. The kind, cool, grandfather figure that the marketing department and his own acting skills built up was gone. He was glaring down at the little puke from Research and Development trying to sink into his lab coat. Around them was the sound of whirring machinery and the various roars, bleats, and whines of animals for future projects.

One of which was currently missing.

"I-I mean, it's just gone Mr. Kingsley." The man gulped. "W-We believe that one of the cleaning staff must've not secured the cage and Subject 42 escaped."

"I want the Floor Manager and the entire cleaning staff fired _yesterday!_ " Daniel smoothed back his scalp while looking at the empty spider preserve. "And I want you to begin developing a replacement right this second!"

"B-But that will take months, sir!"

"I want it ready by tomorrow! If this thing isn't ready for the presentation in two days then…!"

"Hate to break it to you, man." Daniel turned and his jaw clenched as a purple and green-garbed man stepped out of the shadows. One would recognize him as the old supervillain-turned-superhero Prowler, but this one wasn't the original. "But the boss man knows."

It was one made by Daniel's "boss".

The Prowler held up a smart phone which Daniel took with trembling hands. Putting it to his ear he muttered, "H-Hello?"

 _"I'm not happy, Daniel. Not happy at all."_

That calm voice chilled Daniel's blood. It always had even when they were kids. "We can get the subject back. All I need is a bit of time!"

 _"The Kingsley Corporation made a commitment, Daniel. We were going to show our faithful clients that by following our program, one that'll be government approved with that hick Senator Patrick's blessing, they can become great superheroes. Our flagship was supposed to be Spider-Man."_ Barely suppressed rage sharpened the ice in his voice into a knife. _"My Spider-Man."_

God, he hoped that his knees weren't shaking. "B-But it doesn't have to be a Spider-Man! You said that those kids, Screentime and the others with the stupid names, were ready to roll out!"

 _"How stupid can you be, Daniel? No one will accept newbies unless the Kingsley Corporation satisfies their craving for nostalgia."_ Daniel heard the other end turn into a quick muttering of something Spanish before the conversation continued. _"My plan will have twenty percent of the world's superhero population be controlled by the Kingsley Corporation in fifteen years. In thirty it'll be triple that. You are screwing everything up, as usual, and your only job is to smile for the camera and make sure everything is running on schedule! Fix this… or I'll have Mr. Nobody pay you a visit."_

"O-Okay! Don't worry, I'll fix this…" The line went dead as Daniel finished his sentence. "...Roderick.."

"Bad talk?" Prowler caught the phone when Daniel threw it at him with only one hand. "Hey, don't take it out on me. I'm just the messenger, and you know you're lucky that the boss only gave you a warning."

"Just get the hell out…." Daniel grit his teeth as he stomped to the door. "This is a place that's making superheroes. It's no place for a supervillain like you."

"Last I checked we're both getting our paychecks from the same guy."

 _"Damn it… why the hell did I let him walk all over me like that!?"_ Daniel knew why. Ever since they were kids, Roderick had always bossed him around. Told him where to go, showed him what to do, and wrote down what to say. All the time Roderick would bully him into submission if he said so much as 'boo' to the idea, and Daniel would just shrug it off because Roderick's ideas usually panned out.

So of course when Roderick called him up after that whole 'Inversion' business and told him about this plan, Daniel was more than willing to sign up.

 _"Controlling the next generation of superheroes while acting as kingpin to the supervillain population in the shadows… what's not to love about it?"_ No matter how the fights went, the Kingsleys would make money either way. While Roderick raked in the money and gave orders in the Caribbean, Daniel would get the fame and attention that he had always dreamed of. _"And it was a great con… until now."_

Daniel knew his brother and was terrified of him. Roderick Kingsley was not a man who made idle threats. He was the type to kill anyone, including their own mother, if they became a hindrance to him.

 _"And even if I were to keep myself hidden from Mr. Nobody, Roderick would send someone like that loon Crazy Eight to tear up the town to find me!"_ He needed to think of something fast. The Hobgoblin was not the type of enemy to…

An idea came to Daniel's head. One of terrible simplicity.

Everyone remembered the Hobgoblin as a criminal turned superhero. A prime example of a redemption tale on par with the likes of Hawkeye, Quicksilver, and the Scarlet Witch. They bought Hobgoblin merchandise, cereal, and action figures despite the man killing people years ago!

 _"Alright… Roderick wants something for people to spend nostalgia bucks on. He needs a symbol to ease people into the Kingsley Corporation's next generation of superheroes…"_

Yes, he could see it now! At the reveal party, the Hobgoblin would fly in with his glider and land on the podium. After soaking in the applause, the Hobgoblin would lift up his mask to reveal everyone's favorite grandfather, Daniel Kingsley!

 _"This can work!"_ Daniel smirked as he made a bee-line to his office. _"Roderick left a couple of maps detailing Osborn's old goblin hideouts… I can get the equipment from there! A night of practice is all I'll need to make my grand entrance perfect!"_

Look out world… and make way for the All-New All-Different Hobgoblin!

* * *

 _"YOU **CAN** BE A HERO."_

 _"Fantasy... became reality. I forgot to mention this, but... this is the story of how I became a great Hero."_

Mayday set down the first volume of My Hero Academia and sighed. "Dang it... I can't focus..."

She had walked to the bus stop with Courtney Duran and Jimmy Yama rather than hang out with Davida, Brad, or Moose after the game. Normally she would've been all for going to get pizza, especially since she was hungry enough to eat a horse and she would've been with Brad Miller, but Mom's face after she made that killer slam-dunk made her feel uneasy. Hell, she had been silent as Courtney and Jimmy made borderline mean jabs at her 'jock' friends. _"Not that I can really blame them. Moose can be kind of an asshole, especially to Jimmy."_

Still it did bother her that she was in two different worlds in high school and her friends from both groups didn't like the other.

She had gotten home before Mom and went to her room. Reading always helped calm her nerves and put things into perspective, especially when the material was My Hero Academia.

She could kinda see herself in Izuku Midoriya. A kid with smarts and a lot of heart running around with the jocks trying to be friends with everyone. _"If only my social circle got along as well as Izuku's."_

Jimmy had once proudly proclaimed that if anyone were the most like Izuku it was him. Though Mayday knew that Jimmy was anything but humble and prone to make stupid decisions out of some misplaced sense of macho pride.

Yet, despite her love for the manga, she couldn't see herself becoming a superhero.

She was smart, but not Reed Richards' I-can-make-a-raygun-with-an-electric-toothbrush-and-a-remote levels of smart. She was athletic, but Mayday doubted mild gymnastics would be enough to dodge bullets.

There was no way she could become a superhero...

 _"Then again, there was what happened on the court."_

But surely that was a one-time thing, right? Sixth sense acting up and a huge amount of strength granted by adrenaline.

It wasn't like she was a Mutant. They tested for the genome at birth, granting whoever has it dual-citizenship to Krakoa. It would be kinda a big thing to forget about herself.

 _"But if I could be a Mutant... if I could become a superhero..._ " She wouldn't mind rubbing shoulders with American Dream, Ghost Rider, and Ms. Marvel. _"And doing a team-up with Franklin Richards... having him talk to me...!"_

Oh god, she was beginning to sound lame!

Speaking of Franklin Richards, dreamboat of the Fantastic Five, she still had that autographed photo of him grinning into the camera with his signature on it. _"I need to get that framed, ASAP!"_

She knew that Mom kept a couple of spare picture frames in a cabinet in the living room. She just needed to be super quiet and not disturb her sleep. Tip-toeing out of her room, Mayday made her way down the stairs while avoiding the parts that sometimes creaked. _"Weird... did Mom leave the light on?"_ Mayday could hear her mom speaking to someone. _"She's never up at this hour. Did she get a new part?"_

"...I just didn't know that I would have to tell her this soon, Lyja."

Mayday held her breath and peeked out of the corner, seeing her Mom sitting on the couch while standing opposite to her was a hologram of some sort. It was a beautiful Skrull woman with emerald-green skin and distinct multiple-ridged chin. She had long dark green hair that clashed with the skintight white and black uniform she wore.

But what stood out the most was the number five in the center of the chest.

The emblem of the Fantastic Five.

 _"Well, it was going to happen eventually."_ Lyja Storm, the wife of John Storm, sighed while shaking her head. _"You and Peter knew that Mayday developing her own powers was an extremely likely possibility... were you thinking she wouldn't get them if you prayed hard enough?"_

 _"Powers? What the heck is she...? My mom knows the Fantastic Five!?"_ This whole situation was beyond bizarre! Freaky, even! How could they know the Fantastic Five? Sure, her dad did work at Horizon Labs but they weren't exactly on the level to work alongside Reed Richards!

"No, I guess that was asking for too much." Mom steepled her fingers. "But I was hoping that she would be eighteen if she got them. Sixteen at the earliest!"

 _"A lot of this could've been mitigated if you and Peter had been frank with her."_

"You don't understand, Lyja. You and Johnny are fine with raising Torus in that kind of environment." Mom got up and walked to the kitchen where she poured herself a glass of wine. "Me and Peter... we didn't want that life for her. You know how much stress and heartache that put on our marriage and Peter's life. We wanted May to live like any other girl free of that responsibility."

 _"But she's not like other girls."_

"No, she's strong and independent. The best of both me and Peter." Her mom took a sip of the wine. "We may have screwed up our lives, but we don't want Mayday screwing up hers. I just... I'm just scared."

Despite Mayday's mind reeling form the bizarreness of this conversation, Mom's next sentence might as well have been blasted from a microphone.

"Because I have no idea how she can handle the fact that her father is Spider-Man."

"Dad's... Spider-Man?" Mayday whispered to herself before clamping her hands over her mouth. Crap, she said that out loud!

"Mayday!?" Mom called out, but Mayday was already bolting to her room, her mind reeling from what was just said.

 _"No way... no way! There's no way Dad's Spider-Man!"_ But those absences... the way he always seemed to be called off to do something... _"I-It's got to be some sort of prank! There's got to be some sort of explanation!"_

But her sixth-sense... if she remembered right, Spider-Man had something that warned him of danger. He also had super-strength...

She went into her room and slammed the door behind her. She leapt into her bed and wrapped herself in the blankets.

"Mayday...?" The door creaked open. "Mayday, I know you're confused but...

"Go away!" God, was she crying? Well, why shouldn't she? Her parents have been lying to her for years!

Mom was silent for a few seconds before saying, "...I'll call the school tomorrow and let them know you're sick. There's a lot of things we need to talk about and hopefully they'll explain to you why me and your father did what we did." With that, Mom closed the door.

 _"Dad... is Spider-Man."_ It was starting to sound less ridiculous the more she said it to herself. _"Dad... is that why you're gone?"_

* * *

"Dude! Miles, come on! Wake up!"

Miles groaned as he rolled over to his side and opened his eyes to see Ganke's head. As per their agreement, Miles got the top bunk while Ganke got the bottom. While Miles loved his best friend like a brother, there was no way in hell he was going to roll the dice on being on the bottom bunk if the thing collapsed.

"Jesus, Ganke…" He yawned and stretched himself. "Why the hell did you wake me up? I've got an alarm clock you know."

"Dude, you totally slept through it and first period!"

Miles' eyes shot open and he lifted himself off the bed. "WHA-!?"

Forehead met ceiling at that unfortunate moment, leaving a small crater within the plaster. Miles hissed in pain while clutching his head. "Ah! Crap!"

"You okay!?"

He looked down at his hands and was astonished to see there was no blood. "Uh… yeah?" Not wasting any time pondering this, he jumped out of bed and landed on the floor. Something in his head warned him to move his right foot a little bit to the left. When his feet touched the ground he saw that there were still pieces from the Star Destroyer set strewn around. _"Talk about a close shave!"_ He grabbed a pair of his school pants on the ground and began to frantically put them on. "What do you mean I missed first period!?"

"Your alarm went off and you didn't budge!" Ganke thumbed over to the empty single bed. "Judge turned it off and said that you'll wake up soon enough. I tried to shake you awake and you just pushed me away! You're crazy strong, you know that? You pushed me right into Judge's bed!"

"That doesn't sound like me…" Miles frowned when the hem of his pants legs went above his ankles. "Did my pants get shorter…?" A smile went from ear to ear. "I think I hit puberty!

He winced as the words left his mouth and the two teenagers shared a moment of uncomfortable silence. "Let's never speak of this again," Ganke calmly suggested.

"Y-Yeah…" He grabbed a white button-up shirt and took off his oversized Dodgers shirt. Damn it, this sucked! The last thing he needed was for the school to give a 'concerned' call to Mom and Dad! That would lead to a lecture that he did not want or _need_ right now!

They would tell him how lucky he was to be at Visions Academy. They wouldn't say it, but he'd be "disappointing" them for "wasting his big chance" skipping classes and sneaking out. His dad would then ask if he wanted to become like Uncle Aaron, as if the uncle he loved were some scumbag!

"You been working out, Miles?"

"The heck are you talking about?" He tucked in his shirt and reached for the vest and clip-on tie. "I've never set foot in a gym."

"But you've got a six-pa-!"

A banging on the door interrupted Ganke. "Open up, Morales!" shouted the man on the other side. "I know you snuck out last night!"

Ganke and Miles shared a panicked look. They recognized the voice of Vice Principal Dutcher, the biggest hard-ass in Visions. Even Salas, the school security guard, wasn't as dogged as this jerk.

 _"Can't go through the window unless I want broken legs."_ What should he do!? What could he do!?

The sound of a key sliding into a lock was as loud as a gunshot in Miles' head. A tingling sensation in his brain made him wince. _"Jump! I gotta jump!"_ Before Miles could think for two seconds about the logic in this, he was already jumping to the ceiling.

 _"What the hell!?"_ His hands and feet shot out and made contact with the ceiling. To Miles' shock, he wasn't making a reverse trip to the ground. _"What the heck's up with this!?"_

"M-Mr. Dutcher!" Ganke stuttered out from below, making Miles press himself closer to the ceiling. "W-What can I do for you?"

"Where's Morales, Lee?" Asked the vice principal gruffly. "I've gotten reports from other students saying that he snuck out last night. You know the rules of Visions Academy! Lights out at 9 P.M. sharp!"

"I… know! And Miles is, uh… going to his economics class! As for where he was last night… he was with me the entire time! We were building the Death Star last night!" Ganke yawned. "Super tough! There are almost four thousand pieces you know! Even Judge had to help out a bit!"

Miles held in a sigh of relief. Judge was cool and would back up Ganke's story. _"Bullet dodged…"_

Dutcher growled. "You let Morales know that he's on thin ice! He may have gotten away with this crap in his old trashheap of a school, but this behavior is unacceptable in a prestigious institution like Visions Academy!"

Miles grit his teeth. _"Up yours, Dutcher!"_ He'd take ten years of Brooklyn Middle over this preppy-prep craphole!

"U-Understood, Mr. Dutcher! Have a great day!" Miles heard the door shut and after a few seconds Ganke let out a whispered scream, "Dude, how are you doing that!?"

"I-I dunno!"

"Well can you get down!?"

Miles lifted himself off the ceiling but found that the tips of his fingers and toes were still sticking to the ceiling. He grunted and pulled. "Come on, you…!" With a scream and a tug, Miles fell down on his back and yelped when lego pieces dug into his skin. "Ah, Ganke! Pick up your crap!" He reached back and grabbed at a LEGO piece that had made contact with his spine.

"Dude, you just stuck to the wall like… like…" Ganke pointed his finger at Miles. "Like Spider-Man!"

"What the hell are you talking about?" His hand clenched into a fist and wiped his brow. Damn it… was he getting a fever? "I don't need this freaky crap in the morning…"

"Miles, listen! Spider-Man could stick to walls just like that!"

"Sticking to walls does not make a Spider-Man!" Miles heard something plastic break and he opened his clenched hand to see the broken LEGO piece.

"No…" Ganke wet his lips while Miles continued to stare at the piece in shock. "But that and super-strength are kinda the staple powers."

* * *

"It all started with a science exhibit on radiation your dad attended."

Mayday was standing behind her mom as she pulled out a trunk from the closet. The entire morning had been awkward as all hell, both of them picking at their eggs and Mom attempting to start awkward small talk. While it was kind of a jerk move, she just stayed silent, but what else could she do?

It wasn't everyday that you found out that your dad was a superhero and that both her parents had lied about it for years.

"Peter… was never the most popular kid in school." Mom explained with a frown. "He was always picked on and tended to keep to himself. One day he went to a demonstration on radiation after Flash, Liz, and the others picked on him…"

"Wait, Coach Thompson and Aunt Liz were Dad's bullies?" She didn't know if she liked this new side of the adults in her life.

"They eventually made up and became friends." Mom reached into her back pocket and took out a key. "The technology used in the demonstration was experimental, and apparently a spider wandered into it. It got supercharged with the radiation and got around, eventually landing on your father and biting him completely by chance."

She opened the trunk and Mayday took in a deep breath as she was greeted by the familiar white eyes and the red-and-blue costume of the superhero Spider-Man. It was neatly folded and she could see the faint markings of stitches on the fabric. Apparently, her dad made a lot of repairs over the years.

 _"This… this is dad's other life."_

She was on her knees and taking hold of the mask as Mom continued her story. "Your father realized that with these powers he could make money. Your grandparents, May and Ben… they weren't wealthy. They struggled at times with money just to take care of Peter and your father loved them so much for it. Your dad wanted to use these gifts to repay them. He got into show business and made some good money… but it got into his head."

Mayday looked at her mom who was now staring at the ground. "One day, someone was robbing the place he was performing in. Peter… he let the man go. He didn't want to get involved and… a couple days later, that same man murdered your Granduncle Ben."

 _"Dad…"_ It sounded so tragic. One mistake and it resulted in the man her dad saw as a father dying. And could she really condemn her father for wanting to make money with his powers? _"Hell, I probably wouldn't have minded…"_

"Your dad told me that he learned something that day. That with great power there must also come great responsibility." Mom sighed and shook her head. "From that day on, Peter dedicated himself to becoming a superhero. Even when it got tough, even when he wanted to quit… he always returned to being Spider-Man because of his guilt."

Mayday moved the costume and rummaged through the trunk. There were knick-knacks and pictures of all kinds. Wrist-devices with a pressure lever that Mayday could only assume were the things that shoot webs, little red spiders that were taped to an almost archaic GPS, and a belt that that had a buckle with Spider-Man's eyes in the center of a web that looked like it lit up. Pictures of her dad with some blonde lady, an obviously younger version of her father that looked like a stereotypical nerd alongside Grandaunt May and an older man who she assumed was Ben, and a skinnier twenty-something version of her dad posing on top of a motorcycle.

The pictures of her dad with her and Mom were already in her room. These were just the pictures that Mom kept to herself and locked away in a chest.

 _"But why? Why…"_

"Why did you two break up?" Mayday asked quietly.

Mom seemed hesitant to answer but did so with a sigh. "When we were younger… when we were dating and got married… I thought I could handle it. I understood why he was Spider-Man and knew he had to be out there doing what he could. I mean, I was adventurous too. I couldn't fault Peter for taking things to the next level." Mayday could almost see her mom aging before her eyes. "But Mayday… nothing could prepare me for waiting every night wondering if Peter was alive or dead. I had to see him off to face against supervillains willing to torture and kill to get what they want. I had to learn that one of his Villains actually buried him alive for _days_! A-And there was that time when Venom… Eddie Brock…"

"Venom? The superhero?"

"Eddie Brock was no superhero," Mom said sharply with a glare. "He was a very sick and angry man who blamed Peter for where his life went wrong and… and…" Tears were forming in her eyes. Mayday wanted to hug her so she did. She enveloped her mom tightly as she sobbed out, "...He came to our apartment… to threaten me and Peter… he beat your father bloody and I had to see him be on death's door in Night Nurse's hospital bed! That's when I began to realize that I _couldn't_ keep doing this! I _couldn't_ be a part of that life anymore! I wanted your father to stop and he _tried_ but… but…!"

 _"But he couldn't stop."_ Mayday knew where this was going. Eventually her father put on his costume again because he couldn't stand the idea of not doing anything. _"Dad… you can't stop, can you? All because of what happened…"_

She understood her mom a bit more… but why? Why couldn't they just talk and try to make things work? Why couldn't they get together when they found out she was growing in Mom's belly?

Why did they have to lie about it to her?

"The superhero life… they do good work, Mayday. But you have to sacrifice so much for other people." Mom touched her face. "It's not just your life… but your relationships too. Your father and I just wanted you to stay away from it…"

"But isn't that my choice to make?" Mayday asked, pulling away from her mom as white-hot anger entered her veins. "Mom, why couldn't I know!? Why did you guys just let me think that Dad didn't care about me!?"

"Because look what happened to us." Mom picked up the picture of Dad on the motorcycle and smiled bitterly. "You say that knowing would've made things better… but give it a few years and you'll realize that knowing what your Dad is doing makes it all worse."

For a moment, Mayday could understand. She now knew the possibilities. Was Dad stuck with the Frost Giants and getting eaten? Was some crazy supervillain torturing him in their secret lab? Was he across the universe fighting in some intergalactic war?

The possibilities were numerous and terrifying.

 _"But it was my choice! Not theirs!"_

Still, her Mom wasn't going to say anything more and Mayday didn't want her to cry. Cracking a small smile Mayday asked, "Dad had a motorcycle?"

"Yeah. It was a piece of junk that broke down all the time." Mom began to laugh and wipe away tears. "But when we rode on it together… I think the jacket's in here somewhere. Leather's in good condition too."

"Oh, this I've gotta see." She sifted through the contents and frowned when she saw another Spider-Man costume. It was kind of like her father's, but with a larger spider-insignia that covered most of the chest and abdomen.

"Oh, that! That belonged to your Uncle Ben Reilly." Mom's smile shrunk a bit. "He gave it to your Dad for safe-keeping."

"I have an uncle?" She knew about Aunt Teresa who was Dad's sister, but she never heard about an Uncle Ben!"

"Had. He was Spider-Man too and he… well, he died." Mom shook her head. "It's a very long and complicated story."

"But…"

"One that your father knows a lot more about, but even he thinks it's confusing." She got up and dusted off her knees. "I'm going to get a drink. Do you want anything?"

"No." Mayday continued to look at the mask. "Mom… do the other superheroes know where Dad is?"

"They say that investigations are ongoing. But… they can't tell me the details for security reasons." Mom bit her lip. "I'm not his wife anymore, sweetie. I can't know these things, but they told me as far as they know he isn't dead."

 _"Well, that's a relief."_ A bitter part of her mind quipped. As her mom left the room Mayday sat on the floor and looked at the mask in thought.

This was the life her dad had dedicated himself to. It was noble… but he still cut her out of it. He and Mom lied to her and made her think so many bitter things about them.

 _"And now I have his powers too…"_

It was surreal. Just a day ago she was an ordinary teenager with ordinary aspirations. But the super-strength and sixth-sense changed things.

 _"If I became a superhero… a well-known one… would the Avengers and Fantastic Five let me join the investigation?"_

No, no that was crazy! There was no way she could…

 _"YOU **CAN** BE A HERO."_

Mayday clenched the mask in her hands.

 _"With great power there must also come great responsibility."_

She went back into the trunk, intent on digging out Uncle Ben's costume and dad's old jacket.

She knew what she needed to do.

* * *

"I could put you on." Phil muttered to himself as he stared into the golden eyes of the sleek green-colored metal helmet. "Go to MJ, tell her that I used to be a big-shot superhero…" He shook his head and put it to his right before taking another sip of his beer. "No, I'd just look like a desperate jackass."

God, how the mighty had fallen. Here he is in Hudson Valley gettin drunk off his ass, reminiscing about the not-so good days inside a warehouse formerly owned by a madman.

If only Mayday could see her 'Uncle Phil' now.

 _"Still can't believe the cops hadn't found this place yet."_ From what he could tell, this was the only warehouse Norman Osborn had stashed his gear in that hadn't been discovered by the Hobgoblin or other pretenders. Phil only knew about it because the address had been stashed in one of the pouches of his old costume.

Turned out even Norman Osborn could make a rookie mistake like that.

It was another location for experimental Green Goblin gear with toys galore. It had power armor that would make the user look like they were a Power Rangers cosplayer, demon-like wings that helped the user to fly short distances, a sleek Goblin Glider with missiles and machine guns, and a flaming sword.

 _"At least the flaming sword is pretty cool."_

Phil knew he should've reported this place to Spider-Man, the Avengers, or even the cops. He had no reason to keep it a secret especially when he hung up the cowl years ago and had no need for the extra gear. But some part of him liked to come here and reminisce.

 _"Reminisce what? How my life went down the toilet bowl?"_

Being a heroic Green Goblin hadn't worked out all that well. He made an ass out of himself despite Spider-Man and the former Green Goblin's wife, Liz Allen, giving him their blessing. He made rookie mistakes and his short-lived Green Goblin career ended when Sentinels wrecked his costume and gear. He went to Los Angeles and tried being the Blue Wail… but he ended that career with his own free will. He wasn't respected by the locals, his costume was ridiculous, and despite helping a few people Phil just felt _stupid._

So he started Excelsior. It was a good idea, a support group for teenage superheroes to help them. To make sure they didn't make the same mistakes so many others did thinking that being a superhero was the be-all end-all of their lives.

 _"Then I had to go and ruin that too."_ Phil still hated himself for accepting money from the Pride. Even if he didn't know who they were, it was stupid to just take the money and not see who Excelsior's benefactors were. That was when the legal troubles began, and the stress of that and whatever crap the Goblin Serum still had swirling around in his brain made him think that his teammate Mickey Musashi was in love with him.

It started a fight with him stealing Darkhawk's amulet and trying to kill them all. He was depowered and only escaped thanks to Hollow, but the damage was done.

Rick Jones took over Excelsior, renamed it Loners, and promised not to throw him in jail if Phil gave up all ownership rights to the group and never went anywhere near them again. Phil used his dwindling savings to pay for the team's medical bills on the down-low because he felt sick and guilty for all the damage he had done. He couldn't even support Hollow, Yvette, living with him anymore and sent her off to Avengers Academy.

 _"She was too good for me anyways."_

Now here he was, back in New York City working a crappy job as a small-time journalist for a dying paper. His pay sucked, he was now homeless, and worst of all he couldn't even get MJ to make their relationship official. Rather than being with MJ and Mayday trying to give the girl he considered to be a daughter to him advice on how to survive high school, he was getting drunk in Norman Osborn's secret stash.

This was a new low even for him.

"I could also sell this crap and wash my hands of all this." Phil shook his head. "Nah, I don't think I could live with myself if some new Green Goblin began wrecking shi-."

He heard the door slide open and he dropped his bottle. Cursing himself, Phil scrambled to his feet and put a hand on the counter to steady himself.

 _"Great, drunk and there's a guy in this warehouse filled with explosive and sharp bits."_ The door to the warehouse was open, letting the moonlight and city lights in. There were no signs of someone being around. _"Maybe a malfunction? Nobody but me knows about this place."_

But why did he feel uneasy? Why were the hairs on the back of his neck pricking up?

He wheeled to his right when he heard the sound of something crashing. It was an orange metallic orb with a glass button on top. The light was blinking rapidly and letting out sharp beeps.

Phil's eyes widened when his hazy vision focused on the small 'Z' engraving on the glass.

"S-Sleep bo-!"

That's when the green smoke began to pour out. He coughed and tried to cover his mouth but it was too late. _"Damn it! I really have gotten sloppy!"_ His vision began to grow hazy and dark while his body went dumb. Phil found himself falling to the ground before everything went dark.

 _"Please, God… don't let it end like this!"_

* * *

"Okay… okay Mayday. It's just jumping off a building." Mayday stood at the edge of her apartment complex and looked out to the other side of the street. The opposite building, which housed a bodega that sold the best breakfast sandwiches, was a couple stories shorter than her's. There was a billboard advertising the latest Alison Blaire movie, _Guillermo Del Toro's_ _At the Mountains of Madness_ , and traffic was light at Midnight. "No pressure. All superheroes jump off buildings…"

She had already tried out jumping over alleyways! Going over a street was just slightly bigger than that!

 _"Except that this'll be the first time I try out web-swinging."_

Mom had left her alone after telling her Dad's story. She could guess that Mom wanted her to process things. To ruminate over her warnings and become satisfied with the answers given to her.

But that wasn't going to happen.

Mayday knew that the only way she would be able to get answers as to where her dad was and find him, she would have to become a superhero.

But not just _any_ superhero, but a badass one!

 _"Thank god Uncle Ben's costume was in there. No offense, Dad, but when it came to costumes you had no style."_ She had snuck her Uncle Ben's costume and Dad's old motorcycle jacket to her room. Dad had given her sewing lessons once and she enjoyed making adjustments to her clothes, so she had all the tools she needed to turn the decidedly male costume into one for a fourteen-year-old girl. _"Still, how can superheroes wear spandex? This thing is tight around the butt!"_ Then, using some leftover red leather from a time when she helped Courtney with her Vincent Valentine cosplay, she cut out a red spider like the one from her dad's costume and stitched it onto the back of the motorcycle jacket.

The entire project gave her a few cuts and some pricks from the needles, but it was all worth it when she looked in the mirror.

Sure, the mask was a bit hard to breathe in and the costume a bit tight, but she looked so damn _cool_!

 _"Hopefully Mom hasn't called Davida yet."_ She had snuck out by saying she was going to go hang with her friends. In reality she had spent the past hour practicing with her powers. Jumping between buildings, using her super-strength to break an outdoor table in half, and jumping up and down while doing twirls, It was rather basic, but it gave Mayday a good idea what she was going to be working with. _"And hopefully she won't have to be called in to identify my bo-."_

She shook her head. No, she couldn't think like that! She needed to think she could do this!

 _"If I back out now, I'll never become a superhero!"_

She looked at the web-shooters on her wrists. Like her Uncle Ben, who she was still getting used to the idea of existing, she wore them on the outside while the lever remained in her glove. She had checked them and gone over the blueprints of the web-shooters and found them to be in perfectly good condition.

She was ready.

"Okay, I can do this." Mayday adjusted her mask and jumped up and down. She shook her hands a bit to get her blood flowing. "I can do this…" No time to think. She began to run forward in powerful strides with the wind flowing through the pores of her costume. "I CAN DO THIS!" She screamed aloud while her foot set on the edge. "I'M SPIDER-GIRL!"

For a split second the thought of, _"WHAT THE HELL AM I DOING!?"_ entered her head.

But then it was replaced with a sense of wonder and weightlessness. Time seemed to slow as she sailed over the cars below. She could feel the city itself. The blaring horns and the screeching of tires melded with the wind to create a harmony that was almost addictive. It was almost like she was swimming in the air, each gust like a smooth wave hitting the skin underneath her costume.

Mayday couldn't help but laugh.

"WOOOHOOO!" The billboard was drawing closer but she wouldn't make it at this rate. She would just land face-first onto the front of the building and look like an idiot. "Come on, baby…" She glanced at the taller apartment complex to the right and aimed her right hand at it. "COME ON!" She pressed her middle and index finger down on her palm and watched as the string of greyish-white webbing shot out. When she saw that it hit the corner edge she cut off the feed and grabbed at it.

In an instant her body was pulled to the right. "YEAH!" Her smile died when she noticed that she was still sailing directly into the billboard. "CRAP!" Letting go of the web she leaned her body back and shot another web to the building behind her.

It made her body snap instantly back and her arm strained under the force, but she changed direction. She was now in the middle of the street, her right arm aching and her body sailing over the cars.

"Okay, I think I got this…" Launching a web from her left hand, she swung over the cars and at the top of the arc she let go. As she reached out with her right she continued. "Time for Spider-Girl's first patrol!"

* * *

"I dunno about this, man." Miles scratched his head while looking up the wall. They were deep in an alley in Queens, which was a bit of a hike from Brooklyn but Ganke insisted that it was the only way to prevent anyone from recognizing them. "Can't we just build the Death Star and forget this ever happened?"

"No way! We've got to test this out!" Ganke pointed at the wall. "Look, you were able to crawl up the walls of our dorm room so maybe it'll work differently on a brick wall."

"But I don't _wanna_ test this out. Knowing I've even got powers is freaky enough as-is!"

One of the first thoughts that entered Miles' head regarding the source of these freaky abilities was that he was a Mutant. However, that idea was dismissed when he remembered the spider-bite. It was just too big of a coincidence to dismiss. Freaky neon-spider bites him and the next day he gets spider-powers. No X-Gene was required for that.

He had wanted to just get to class and continue with his life, but Ganke had been _thrilled_ about this development. Whenever they had a moment alone, he kept quizzing Miles about his new powers. Like if he felt like growing four extra arms, if he could jump to the top of the school's thirty-foot high ceiling, and if he could 'see' through vibrations like a spider could. When he said no to the wilder stuff, Ganke had pulled him away after school to test them out.

It was Friday night, so students at Visions Academy were allowed to spend the weekend at home. No one was going to give him a hard time about being out late save for some nosy cops.

 _"Damn it, Uncle Aaron. Why'd you have to cancel on me?"_ And it was through _text_ of all things. Though, Miles supposed it was for the best. If Uncle Aaron had called Miles probably would've spilled his guts about how utterly freaked out he was. _"I do not need this right now… I've got enough crap dealing with Visions and Dad. I don't need powers on top of it!"_

"Miles, come on. Think about it." Ganke held up his hand and wagged his finger like a teacher. "If you don't figure out your limits, what's to stop you from using your powers accidentally?"

"Like how?"

"Well, smashing your desk for example. Or getting surprised and sticking to the ceiling by accident." Miles winced. He had to admit those were some good points. "There are tons of ways superpowers can make your lives harder. You should read the Hank McCoy book all about Mutants who were outed because they didn't train and just wanted to keep themselves hidden."

"Alright, fine…" Miles shook his head and walked up to the wall. "But I ain't becoming a superhero."

"Why not!?"

"Dude, just because I _might_ have superpowers like Spider-Man doesn't mean I've gotta _be_ Spider-Man. Besides, New York is lousy with the guys." His dad complained about it all the time whenever a news report or one just passing by came into his vision. He went on and on about how cops like him always put their lives on the line and answered to a higher authority. Superheroes, however, answered only to each other and sneered at the idea of government regulation.

Miles usually rolled his eyes and tuned his dad out, but needless to say, the possibility of becoming a superhero had been a unattractive one since he was seven.

"That sucks!" Ganke moaned. "You have cool powers and you don't even want to use them!"

"My powers, my decision."

"Fine…" Ganke then beamed as he went into his backpack. "But hey…" He then ran over to Miles and handed him a small pile of stickers. "At least now you can put these up without your dad _ever_ finding out!"

Miles grinned while pocketing the stickers. Well, at least there was a bright side to this craziness.

He felt his phone vibrate and frowned. Probably his dad or mom calling him up again to ask where he was and why he skipped a class.

"You okay?"

"Yeah, lets do this." Miles put his hands against the brick wall and pulled away. _"Nope. They ain't coming off."_ How the hell did Spider-Man do this? Maybe if he imagined just climbing higher…

That seemed to do the trick. His right hand dislodged without pieces of brick and he moved it up before placing it down. While pulling his body he pulled his left hand away and moved it over his right.

His feet, however, were scrabbling for a foothold against the bricks.

"Dude, take your shoes off!" Ganke shouted. "Maybe the soles are interfering with the stickiness!"

"That makes no sense!"

"They're superpowers! They don't _have_ to make sense!"

 _"Well, he's got me there."_ Kicking his Jordans off, Miles found his feet sticking to the brick in the same way as his hands. They even followed the same procedure. They would keep sticking unless Miles wanted to move a bit. Soon, he was crawling up the wall at a steady pace. "I'm doing it!"

Ganke was laughing below and clapping his hands. Despite himself, Miles was laughing too at this development. _"Wonder how high I can go…"_ Well, he'll find out soon enough. First things first, he needed to put down his mark.

He reached into his pocket to grab one of his stickers…

"GYAAH!"

Miles yelped when a figure slammed into the space in front of him head-first. He threw his arms back and wheeled then helplessly as he fell back. _"KEEP STICKING, MILES!"_ He was now standing up like a rod on the side of the building looking down, or up technically, at what had landed in front of him.

It was a superhero, that much was certain. She was a bit shorter than him and dressed in a pretty weird costume. The sides of her feet and shin facing out were a bright red with web markings on them. This matched her fingers, which had vaguely web-like swirls running down them from the tip. The rest of her costume, at least from what Miles could see, was a dark blue save for the mask. For whatever reason, she was wearing a black leather jacket with a red spider on its back.

It didn't take a genius to figure out this superhero was related to Spider-Man in some way.

"Damn it…" The girl groaned as she took off her mask. "Gotta work on my landings… I think I cracked a lens…"

She was definitely around his age. Her skin was lightly tanned and her tomboyish short hair a dainty auburn. The sides of her head were shaved, the familiar markings of an undercut, and the top of her head was swept every which way as though she'd been in a wind tunnel.

 _"Do all superheroes get mask-hair?"_

Miles felt something tingle in his head. It wasn't painful and it wasn't annoying. Instead, he felt something like… relief and familiarity as he narrowed his eyes at this girl.

At the same time, she looked towards him and a single thought seemed to be shared between them.

 _"You're like me…"_

"Miles!? Dude, what's going on!?" Ganke called out from below, snapping both of them out of their haze.

Grinning awkwardly, Miles waved his right hand and said the only thing appropriate for this situation.

"Hey…"

* * *

"Wake the hell up."

Phil's vision erupted into stars as something hit his stomach. He coughed and tried to hold back the bile rising to his throat. _"W-What the hell!? What the hell happened?"_

Memories began to seep into his brain as he took in the dusty grey floor and the strewn empty beer bottles. _"That's right… I came here to drink and…"_

That sobered him up quick. He attempted to move his arms but found them bound together behind his back. "Shi-!"

Another kick to the gut began another coughing fit. "Don't even try it, asshole. You resist anymore…"

A flaming blade dipped down in front of his eyes. He felt the heat come off it in waves, making beads of sweat drip from his brow within a few seconds.

 _"He did maintenance on these weapons while I was unconscious?"_

"...And I'll kill you. Nod if you understand."

Phil nodded and slowly began to look up. His eyes widened when he saw the man in front of him dressed in the classic Hobgoblin costume was none other than Daniel Kingsley.

"Surprised, aren't you? Well, don't bother asking any questions. You're in no position to ask them." Daniel smirked while pointing the tip at Phil's nose. "Now, who are you and what are you doing here?"

Phil wet his lips. _"Not now. Not while he's got that pointed at me. Make him talk and figure out what going on here."_ He opened his mouth and stuttered out. "P-Phil. I'm Phil U-Urich, Mr. Kingsley."

"Name sounds familiar…"

"P-Peter Urich is my father. He worked at the Daily Bugle."

Daniel nodded to himself. "Right… right. The Kingpin Papers… I remember those. So, what? Were you digging your nose into the Kingsley Corporation's business? Figure out where all the new supervillains are coming from?"

 _"The Kingsley Corporation… is making supervillains?"_ That can't be right. Roderick Kingsley had reformed! He was a superhero self-help guru! Why...?

No, that didn't take much imagination. The Kingsley Corporation was funding both sides to get more money. No matter who won the dust-ups they would be the winners!

"N-No… I-I am… or was… the Green Goblin."

Daniel shook his head. "Sorry, but that's not going to work. Even if Norman Osborn were alive, he'd be a dinosaur by now."

"I-I wasn't the supervillain!" Phil protested, quelling the sharp pang of anger at not being recognized. "I-I was the one that was a superhero! I found a cache of his gear and tried to… y'know… redeem the name?"

"Wait…" A grin formed on the bald man's face. "I think Roderick told me about you! You were that idiot who got beaten by a sentinel, right!?" He threw back his head and laughed. "Ah man, we used to joke about you all the time! I mean, what kind of goblin wrecks their own glider to beat those stupid giant robots!?"

 _"Yeah, lets see you do any better against those murder machines!"_ Oh, it was _so_ easy to ride him about sacrificing his career on one measly sentinel. He wasn't the X-Men! He didn't have adamantium claws or control the forces of freakin' nature! "I-I just came here because… because I knew it existed from a note Norman Osborn wrote in my old suit. I just wanted to remember the good old days…"

Daniel stopped laughing and just sneered at Phil. "God, this is just pathetic. Lemme guess, some girl dumped you or something so you crawled here to feel sorry for yourself."

Phil stared at the blade in front of his eyes and beyond it. The goblin helmet was staring back at him from across the floor, its reflective amber eyes showing Phil his look of fear and terror.

 _"That's me. That's Phil Ulrich. This is Uncle Phil just sitting here ready to piss himself."_

This was the man Mary Jane couldn't bring herself to love more than Peter Parker.

"So you came here to remind yourself that for five minutes you were a superhero. As if that were some grand highlight of your life. Hell, it probably _was_!" Daniel reached into the leather pouch on his left. "And you didn't have the balls to try and make something of yourself afterwards."

"What the hell do you know…?" Phil muttered darkly.

Wait, that didn't sound like him. What's going on?'

"Plenty! Roderick may be calling the shots, but I'm the one who's making things work for the corporation! Without me, this all falls apart!" Well, looks like Roderick Kingsley was alive. Seems that reform tale was complete bullshit. "You know, if you came to try the Kingsley Program when we first opened up you probably would've dropped out. Things would've been too tough and not rewarding enough for someone like you."

Phil stared at the mask and saw that his face was twisted into a snarl.

Was this really him?

"Honestly, if you had _really_ been smart, you would've been a supervillain." Phil glanced up to Daniel who was tossing a pumpkin bomb up and down in his left hand. "That seems about right for a worm like you."

"I'll keep that in mind." Phil pretended to look over Daniel's shoulder and shouted, "NOW!"

As predicted, Daniel turned his head and the flaming sword got out of Phil's face. Moving his neck muscles, Phil took in a deep breath…

...and began to laugh.

 _"HAHAHAHAHA **HAHAHA!** "_

This was his ace-in-the-hole. A leftover from his time as the Green Goblin that never went away. The 'Lunatic Laugh' was his staple, a soundwave only he could produce that deafened and disoriented his opponents. Nowadays, Phil only used it on the occasional mugger when they got the idea to get at him.

Now, it was proving especially effective on Daniel.

Daniel Kingsley screamed and dropped the sword to cover his ears, embedding it into the ground. Phil kept laughing, knowing that the minute he let up was the moment he died. Sliding himself on the ground, he turned his back to the blade and brought his bonds down on the edge. It may have burned his wrists, but the sharp edge and searing heat managed to instantly free him.

 _"Got to get up! Get up and… and…"_ It was almost like an out-of-body experience for Phil. He was on his feet in seconds, his hands on the blade's handle. _"He'll kill me if I don't do something! Expose everything to the cops, to MJ, and to Mayday!"_ All it took was one quick tug to free the sword. He turned to see that Daniel was on his knees with his forehead to the ground, letting out his own silent wail of pain. _"No choice! I've got to do this!"_

Phil was behind Kingsley now, kicking away the dropped but thankfully still inactive pumpkin bomb while ripping away the pouch full of similar bombs. When he placed it safely on a counter he cut off his laughter and shouted, "Hey, Kingsley!" He raised the blade over his head and pointed it down towards Daniel's back. "HOW'S THIS FOR SMART!?"

He brought it down, impaling Daniel Kingsley to the floor in one smooth motion. Whatever blood that would've come out from the found was evaporated by the flames. Blood poured out of Daniel Kingsley's mouth, the man letting out only a couple of pained wheezes before slumping down.

He was dead.

The sword's flames went out as the gravity of what he'd done settled in. "Oh god… what did I do?" He let go of the blade and stumbled back. "What did I do!?"

Did he have another psychotic break!? Damn it, it was like Excelsior all over again but _worse_! He had only hurt other people back then, and now he killed someone!

 _"Not just someone. A sleazebag stooge for Roderick Kingsley."_

No, no it didn't matter who it was! He was a murderer now!

 _"The murderer of my attempted murderer. It was only self-defense and besides, he was a supervillain anyways!"_

No, he wasn't! He was… was…

 _"He admitted to helping his brother, the one that's still alive and producing a bunch of wannabe superheroes to fight supervillains on his payroll."_

Yes… that was true. And why was he dressed like the Hobgoblin anyways?

 _"Probably for that Ned Talk on Sunday. He was probably going to reveal himself to be the new 'Superhero' Hobgoblin, perpetuating the cycle. He would've killed me just to keep his dirty little secret…"_

He needed to tell someone. He needed to call the Avengers!

 _"They won't take my call. Probably would think that I'm a crazy Goblin boy because of Rick."_

No… no he needed to call Julie! He needed to call Mickey or… or…!

 _"No, they hate me. I've screwed that up already."_

Then what the hell was he supposed to do!?

Slowly, he turned to the goblin helmet. For some reason, he could feel the inanimate object staring back at him and grinning even wider.

 _"Yes… I can bring them down! I can take them down piece by piece, and hey, I might as well take their blood money while I'm at it!"_

Images flickered in his mind of taking MJ to Paris, them kissing on top of the Eiffel Tower. Of him proposing to her, of Mayday telling him about making the playoffs in their new mansion in Westchester…

 _"That's right… I can do it. Things… things can work out!"_

But no, he couldn't do it as the Green Goblin.

He was a superhero in that costume. Doing what he planned in it would just feel _wrong_!

He looked at Daniel's corpse and understood what mask he had to take up.

Slowly, Phil Ulrich began to let out a half-mad, half-sobbing laugh.

It was the birth of the Hobgoblin.

* * *

 ** _Meanwhile… On Earth 2018.1610:_**

The man that the League of Villains knew as 'The Doctor' frowned as he looked over the readings on his computer.

"Hm… the cellular degradation seems to be a problem…" Kyudai Garaki scribbled some shorthand on the notebook he brought along. While a tablet likely would've been more efficient, he typed far better than he wrote, erasing physical notes was a lot easier than digital. "However, periodic feedings of blood seem to halt degradation and even improve stability…"

This would require more tests, but that was to be expected. Prototypes were never perfect, and his first Nomu certainly wasn't anywhere close to the one he had given Tomura.

It had been a misshapen thing, black with its brain and organs open for all to see. Blood dripping from its mouth letting out sorrowful wails that begged for one simple request, "Kill me".

He complied, if only to shut the thing up.

Still, lessons had been learned and improvements had been made. With each new test subject, he had gotten better, resulting in Johnny and Mocha.

The Nomu were meant to be artificial humans… but that wasn't true. At least, not really. There needed to be a real human body for a base and they weren't just created from the ground up. That irked Kyudai. He _wanted_ to make a true artificial human.

And he now had his chance.

"I will increase the proteins in its meals and see if that delays the onset of cell death." He turned around in his swivel chair and got to his feet. He walked to the center of the room and stared at the thing in the clear glass tube with a smile. "I have such high _hopes_ for you!"

It was a small red blob, no bigger than a fist. It pulsed and wriggled within the clear water, held in the center by tendrils sticking to the roof and floor. Sometimes Kyudai could see veins, but then they disappeared in the ooze that went from red to black in random spots.

This was perhaps one of his greatest creations. A _true_ artificial being that completely cut out the middleman. One, with enough luck and time, would be granted artificial powers that could be downloaded from a person's DNA.

Those Mutants Mysterio had been given him were being reborn into something greater.

"It's about dinner time…" Kyudai rubbed his stomach as he moved out of his lab. "I'm in the mood for Thai."

But as he reached the door he turned back at the thing in the tube and frowned.

If there was one thing that discomforted Kyudai about his creation, it was its almost unheard of rate of development.

Was it, still in its fetal stage, already developing _eyes_?

* * *

 **To Be Continued...**

* * *

 **Notes: Well, talk about amazing freakin' timing! Special thanks goes to reppuzan for the beta!**

 **Have to admit, this chapter was actually a lot of fun to write. It's not every day you get to reimagine not one, but THREE origin stories in a MHA fanfic! I'm kinda expecting some readers to be annoyed about the Spider-Girl arc, but hey I did warn you all last chapter! But as stated before, I am going to visit Izuku's world for a scene or two each chapter to remind you all stuff is happening. But, lets face it, not a lot does until the beginning of the Sports Festival Arc so rather than retread or spend yet another chapter ruminating in the aftermath lets move on to something really interesting: what's going on in Peter's world now that he's gone?**

 **Its something I've noticed in fanfics where they plop a character from one universe into another: they never say what happens to the character's home universe. So I really want to address that. I wanted to show you all how Peter's loved ones are coping and how the world is moving on without him. Plus, I really REALLY wanted to write about Hobgoblin... and both of them! To bridge Phil's MC2 characterization with his turn to villainy in the Slott run and also play around with the fun AXIS Hobgoblin implications that I'm disappointed Marvel refuses to explore.**

 **I mean, Roderick Kingsley is a greedy piece of crap. No way in hell would he trash his superhero self-help scam just because he no longer has an overwhelming urge to do good.**

 **And hey, Miles is here! He's another character I had fun writing since he's so different from Peter. His background was something that was woefully unexplored by his creator Brian Michael Bendis, and it took Into the Spider-Verse and his comic run under Saladin Ahmed to give him real depth and personality. Something I hope I was able to tap into! And don't worry, I intend to explore Miles just as much as Mayday!**

 **Anyways, hope you all liked it! Be sure to visit this fic's TV Tropes page and add whatever you like!**

 **Please be sure to leave a review!**


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